S-1

As filed with the Securities and Exchange Commission on June 1, 2017

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

TINTRI, INC.

(Exact name of Registrant as specified in its charter)

Delaware	3572	26-2906978
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

303 Ravendale Drive

Mountain View, CA 94043

(650) 810-8200

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

Ken Klein

Chairman and Chief Executive Officer

Tintri, Inc.

303 Ravendale Drive

Mountain View, CA 94043

(650) 810-8200

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

Copies to:

Tony Jeffries Michael Coke Ben Hance Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 Ian Halifax Chief Financial Officer Mike Coleman Vice President Legal 303 Ravendale Drive Mountain View, CA 94043 (650) 810-8200 Richard A. Kline An-Yen E. Hu Goodwin Procter LLP 135 Commonwealth Drive Menlo Park, CA 94025 (650) 752-3100

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

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, $0.00005 par value per share	$100,000,000	$11,590.00

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any.

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 Commission, acting pursuant to said Section 8(a), may determine.

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

PROSPECTUS (Subject to Completion)

Issued June 1, 2017

                Shares

COMMON STOCK

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

We have applied to list our common stock on The NASDAQ Global Select Market under the symbol “TNTR.”

We are an “emerging growth company” as defined under the federal securities laws. Investing in our common stock involves risks. See “Risk Factors” beginning on page 15.

PRICE $             A SHARE

	Price to Public		Underwriting Discounts and Commission(1)		Proceeds to Tintri
Per Share		$		$		$
Total		$		$		$

(1) See “Underwriters” for a description of the compensation payable to the underwriters.

We have granted the underwriters the right to purchase up to an additional             shares of common stock to cover over-allotments.

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

The underwriters expect to deliver the shares of common stock to purchasers on                 , 2017.

MORGAN STANLEY BofA MERRILL LYNCH PACIFIC CREST SECURITIES              a division of KeyBanc Capital Markets

NEEDHAM & COMPANY PIPER JAFFRAY RAYMOND JAMES WILLIAM BLAIR

            , 2017

Public cloud agility

in your data center

What If Your Organization Could: Stop guessing and simply let your cloud forecast its needs up to 18 months in advance. Manage cloud native and enterprise applications from one platform. Scale from a few terabytes to many petabytes without adding more staff or receiving surprise bills. Ask a bot via Slack or Amazon’s Alexa to add capacity for a SQL database without lifting a finger. Run your applications on resource pools that span VMware, Microsoft, and OpenStack. Spin up and tear down a DevOps environment with a few mouse clicks, then test new products in days instead of weeks. Tintri Enterprise Cloud customers can. 1250+ customers 70% enterprises & CSPs Tintri is highly rated by users on: 21 of the Fortune 100 7 of the top 15 Fortune 100 Our Top 25 customers have ordered 19x the amount ordered in their first quarter as customers* *Top 25 customers based on cumulative orders through January 31, 2017 by customers that have been our customers for at least 12 months.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		15
Special Note Regarding Forward-Looking Statements		47
Market and Industry Data		49
Use of Proceeds		50
Dividend Policy		50
Capitalization		51
Dilution		53
Selected Consolidated Financial and Other Data		55
Management’s Discussion and Analysis of Financial Condition and Results of Operations		57
Business		87

	Page
Management		110
Executive Compensation		117
Certain Relationships and Related Party and Other Transactions		130
Principal Stockholders		135
Description of Capital Stock		138
Shares Eligible for Future Sale		143
Material U.S. Federal  Income Tax Consequences to Non-U.S. Holders of Our Common Stock		146
Underwriters		150
Legal Matters		158
Experts		158
Additional Information		158
Index to Consolidated Financial Statements		F-1

Unless the context otherwise requires, the terms “Tintri,” “Tintri, Inc.,” “the company,” “we,” “us” and “our” in this prospectus refer to Tintri, Inc. and its subsidiaries. Neither we nor the underwriters have authorized anyone to provide you with any information or make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the common stock. Our business, financial condition, operating results and prospects may have changed since that date.

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.

For investors outside of the United States: Neither we nor 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 outside of the United States.

i

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before deciding to invest in our common stock. You should read the entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes to those consolidated financial statements before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. For more information, see “Special Note Regarding Forward-Looking Statements.”

TINTRI, INC.

Company Overview

Our mission is to provide large organizations and cloud service providers with an enterprise cloud platform that offers public cloud capabilities inside their own data centers and that can also connect to public cloud services.

Our highly-differentiated and extensible enterprise cloud platform combines cloud management software, web services and a range of all-flash storage systems. Our enterprise cloud platform not only delivers many of the benefits of public cloud infrastructure, but also gives organizations the control and functionality they need to run both enterprise and cloud-native applications in their own private cloud. Organizations use our platform as a foundation for their own private clouds—to build agile development environments and run mission-critical enterprise applications. We enable users to guarantee the performance of their organization’s applications, automate common IT tasks to reduce operating expenses, troubleshoot across compute, storage and network, predict their organization’s needs to scale and provide needed elasticity on demand. Our enterprise cloud platform enables organizations to easily scale to support tens of thousands of virtual machines on a single system across multiple hypervisors and containers. Our solution helps our customers optimize infrastructure by significantly simplifying deployment and operations, which can lead to substantial reductions in capital expenditures and operating expenses.

Our enterprise cloud platform is based on the Tintri CONNECT web services architecture, which has similar design characteristics as public cloud architecture—using web services that are easy to assemble, integrate, tear down, reconfigure, and connect to other services. Our CONNECT architecture uses a building-block approach that is predicated on REST application programming interfaces, or APIs, and virtual machine, or VM, and container level abstraction. REST APIs are needed to write automation scripts and connect to other elements of infrastructure, and make it possible for web services to be combined and to communicate with other services effectively. Through a comprehensive set of proprietary software tool kits and plugins, we enable users to develop customized workflows and to automate their operations. Our CONNECT architecture is based on our virtualization-aware file system that allows an organization to view, manage and analyze application performance and quality of service, or QoS. CONNECT integrates with all major virtualization architectures, including those offered by VMware, Microsoft, Citrix, Red Hat and OpenStack, and can connect with public cloud service providers. Our platform addresses a large variety of use cases, including server virtualization, virtual desktop infrastructure, or VDI, disaster recovery and data protection, and development operations, or DevOps.

We were founded in June 2008 and introduced our first products in March 2011. We focus on large private and public sector organizations and cloud service providers, or CSPs. As of January 31, 2017, we had more than 1,250 customers, including seven of the top 15 Fortune 100 companies and 21 of the Fortune 100 companies,

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which span a diverse set of industry verticals, such as education, financial services and insurance, healthcare, manufacturing and technology. Many of our customers continue to purchase from us on an ongoing basis. We define our customers as the end-users who have purchased one or more of our products. Our top 25 customers (as measured by their cumulative orders through January 31, 2017) that have been our customers for at least twelve months have on average cumulatively ordered more than 19x the amount they ordered from us in their first quarter as a customer. We plan to continue to focus on acquiring customers and maximizing their lifetime value through our demonstrated land-and-expand strategy.

We have experienced significant revenue growth, with revenue increasing from $49.8 million in fiscal 2015 to $86.0 million in fiscal 2016 and to $125.1 million in fiscal 2017, representing year-over-year growth of 73% and 45%, respectively, for our two most recent fiscal years. Our net loss was $69.7 million, $101.0 million, and $105.8 million in fiscal 2015, 2016, and 2017 respectively. We have funded our activities primarily through debt and equity financings. As of January 31, 2017, we had an accumulated deficit of approximately $338.7 million.

Industry Background

Cloud technologies are changing how organizations deploy, manage and support the applications that are critical to running their businesses.

Adoption of Private and Public Cloud Solutions to Address Diverse Application Requirements

The conventional IT model, which has been constrained by siloed, costly and inflexible infrastructure, is giving way to cloud architectures that are designed to serve business applications with increased agility, productivity and cost-efficiency. Enterprises are seeking to deploy cloud technologies through either public clouds or private clouds, which includes both on-premise and hosted options.

Many organizations also have realized that while public cloud delivers many benefits, it is not the right solution for all problems. Moving applications to public cloud platforms can result in significant migration cost and effort, requiring applications to be recoded, reconfigured, refactored, and reintegrated. In addition, while public cloud infrastructure is able to scale applications with fluctuating demand, the unexpected cost from unpredictable data growth or the cost of a large scale cloud deployment can quickly get out of control. Private clouds provide many of the benefits of public clouds, such as resource pooling, rapid scaling, automation and self-service, but with superior security, control and flexibility for the organization’s applications. Private clouds give organizations more control over access and usage of their applications, making private clouds ideal for larger businesses or those with strict data, regulatory and governance obligations. Unlike public-cloud solutions, private clouds can satisfy the needs of both enterprise and cloud-native applications. Many companies now utilize a combination of public clouds and private clouds.

In recent years, businesses have significantly increased their use of virtualization and containers to achieve greater infrastructure cost-efficiencies and scale. IDC estimates that by the end of 2020, virtualized instances would represent over 90% of the instances deployed globally. IDC’s CloudView Survey respondents expect their IT budget for the private cloud to grow 51.5% from 2016 to 2018. Many companies now utilize a combination of public clouds and private clouds. A recent IDC report predicted that more than 85% of enterprise IT organizations will commit to multicloud architectures encompassing a mix of public cloud services, private clouds and hosted clouds by 2018.

Emergence of Enterprise Cloud

The compelling benefits of private cloud and the desire to have access to public cloud give rise to what is generally referred to as an enterprise cloud, which is a cloud infrastructure deployed in an organization’s own

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data center with connections to public cloud services. An enterprise cloud possesses many of the same benefits and capabilities as public cloud, including autonomous services, automation, self-service and analytics, with added control, security, and support for enterprise applications that only a private cloud can provide. The National Institute of Standards and Technology definition lists five essential characteristics of cloud computing—on-demand self-service, broad network access, resource pooling, rapid elasticity or expansion and measured services, which are the key attributes of the functionality offered by enterprise cloud. With this functionality, an enterprise cloud solution can deliver many of the benefits of public cloud and can achieve the desired functionality, scalability and efficiency that organizations need.

Limitations of Conventional Data Center Infrastructure

While private cloud can deliver many of the benefits of public cloud, we believe that organizations have difficulty deploying an enterprise cloud platform built using conventional architectures. While many infrastructure components, including server, network and security, have evolved to support virtualized infrastructure and migration to the cloud, innovation in storage has lagged and lacked granular level operation at the VM and container level. As a result, organizations that have deployed next-generation servers, networking and security infrastructure have found it significantly more time-consuming and complex to manage, diagnose and fix performance issues with their conventional storage.

The industry has attempted to bridge the gap between conventional and cloud architecture through hyperconverged infrastructure, or HCI. We believe enterprise customers require the ability to support tens of thousands of VMs, which HCI solutions struggle to achieve. Additionally, it can be harder to independently scale resources with HCI systems. Because of these limitations, HCI systems do not meet many of the requirements of an enterprise cloud platform.

Requirements of an Enterprise Cloud Platform

An enterprise cloud platform combines cloud management with storage to simplify the management and operation of enterprise or cloud-native applications. We believe the requirements of an enterprise cloud platform are:

• consistent and autonomous QoS;

• application level insight;

• comprehensive automation capabilities;

• ease of deployment and highly scalable;

• simple self-service models;

• private and public cloud integration; and

• software-based services with ability to mix and match services.

Our Solution

Our highly differentiated and extensible enterprise cloud platform combines cloud management software and a range of all-flash storage systems. Organizations use our platform as a foundation for their own private clouds—to build and run agile development environments for cloud-native applications and mission-critical enterprise applications.

Our enterprise cloud platform is based on the Tintri CONNECT web services architecture, which is designed using a building-block approach predicated on REST APIs and VM and container level abstraction.

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Through a comprehensive set of proprietary software tool kits and plugins, we enable customers to develop customized workflows and to automate their operations. Our platform addresses a large variety of use cases, including DevOps, disaster recovery and data protection, server virtualization and desktop virtualization.

Tintri’s enterprise cloud platform addresses the requirements of the modern data center, especially in large and complex environments across multiple hypervisors. By creating an architecture fully aligned with virtualized applications, our enterprise cloud solutions provide the following benefits to our customers.

• Autonomous Operation—Deliver Consistent Application Performance. Our CONNECT architecture provides automated QoS to help ensure that every application performs as desired. By contrast, traditional storage requires users to manually intervene to manage performance levels.

• Analytics—Improve Decisions with Real-time and Predictive Analysis. Our solution allows for deeper visibility into every application, identifies underperforming applications and addresses the root cause of latency with minimal time and effort. By contrast, conventional storage and software products aggregate and average metrics over hundreds of virtualized applications.

• Automation—Simplify Deployment and Management at Scale. Our solution is easy to install, configure and manage. Most installations of our systems take less than 60 minutes and can be deployed entirely by the customer at a greatly reduced cost without our field engineers and support staff. By contrast, conventional storage generally requires specialized storage expertise or third-party software to manage and operate which increases cost, complexity and potential for error.

• Self-service—Remove Dependencies on IT to Accelerate Business. Using our self-service tools, IT generalists in the data center, or non-IT staff members in a business unit, can administer our platform to simplify tasks such as requesting capacity, performance, policies and other actions.

• Support and Manage Complex Environments Using an Open and Versatile Architecture. Our open architecture natively supports all major virtualization architectures and can connect with public cloud service providers, making it an ideal solution for complex enterprise and cloud environments.

• Provide Customers with Software-Based Choice. Our software allows organizations to choose the specific features such as replication, encryption, cloning, snapshots and predictive analytics based on relevance to their unique deployments. We are thus able to configure software solutions to meet the specific needs of various customers.

We believe that our highly differentiated solution delivers compelling value for virtualized organizations over conventional data center architectures.

Market Opportunity

Our enterprise cloud platform solution and software products address the key enterprise cloud requirements, and deliver them through a mix of on-premises storage hardware, value-added storage software and SaaS-based software services for virtualized environments. We participate in the global virtualized x86 storage systems market, which according to IDC is expected to grow from $25.7 billion in 2017 to $27.0 billion in 2018, and the virtualized x86 storage software market, which according to IDC is expected to grow from $9.5 billion in 2017 to $10.4 billion in 2018.

To address the global virtualized x86 storage systems and software market opportunity, which according to IDC is expected to be $37.4 billion in 2018, Tintri taps into the following demand drivers:

• Adoption of Virtualization-Centric Storage Systems. IDC expects the subset of the storage segment for virtualized x86 server environments which are based on IP protocols, which we define as NAS and iSCSI combined, to grow from $7.1 billion in 2017 to $7.4 billion in 2018.

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• Move to Flash-Based Storage. IDC expects the all-flash array storage market to grow from $5.8 billion in 2017 to $6.8 billion in 2018.

• Use of Primary Storage Platforms for Data Protection and Recovery. IDC forecasts that the market for disk-based data protection and recovery will grow from $15.5 billion in 2017 to $16.1 billion in 2018.

Our enterprise cloud solutions allow us to capture spend from the following markets (some of which may overlap with the above listed storage systems and software market segments), which have an estimated combined spend of $27.2 billion in 2018, according to IDC:

• The spend on storage hardware deployed in private clouds, which is expected to be $7.8 billion;

• The spend on storage software deployed on-premise, which is expected to be $15.5 billion; and

• The spend on cloud systems management software deployed on-premise, which is expected to be $3.9 billion.

Our Competitive Strengths

We believe we have competitive strengths that will enable us to maintain and expand our position in the enterprise cloud market, including:

• Our Solution Is Purpose-Built for Enterprise Cloud. Our solution’s ability to monitor and manage at the individual virtual machine and container level is central to our ability to deliver differentiated value to customers. Since 2008, we have spent over 400 human years to develop solutions purpose-built for enterprise cloud environments. We believe that our competitors would need to materially re-architect their products’ hardware and software to provide similar functionality.

• Our Value Stems from Highly Differentiated Software. Tintri CONNECT operates at the individual virtual machine and container level, which unlocks the potential of our software and makes it possible for customers to, for example, guarantee application performance by automatically optimizing system resources; move and protect data and troubleshoot at VM and container level; predict future performance and capacity growth; and provide VM and container level visibility across the entire infrastructure.

• Our Customers Purchase Our Software Products Incrementally. Our customers may buy software products incrementally or as part of a suite on an as-needed basis and tailor their solutions to their specific enterprise environment requirements. We believe that by offering our customers this flexibility, we provide them with differentiated value, thereby enabling us to drive incremental product sales.

• We Offer Our Customers the Ability to Balance Private Cloud and Public Cloud Deployments. We enable organizations to achieve the right mix of private and public cloud deployments to meet their objectives. Our architecture offers the benefits of public clouds to those workloads that best reside in the enterprise data center. We have developed connector software that is designed to connect the private cloud with public clouds. Competitive alternatives do not offer comprehensive APIs that enable full automation, serve as a building block, or simplify connections to public clouds.

• We Successfully Sell Enterprise Cloud to Large Organizations and CSPs. We sell to a growing list of large organizations and CSP customers. Our value proposition to these customers is particularly compelling given that these organizations have large data centers with complex requirements and can benefit the most from self-service, automated workflows, predictive analytics and guaranteed application performance through autonomous operation.

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• Our Partners Build Added Value Solutions and Services. Our partners help bring value to our platform by offering differentiated solutions and services that are tightly integrated with our architecture and software solutions. Our partners leverage our platform to build cloud services, delivering our value proposition to DevOps and lines of business that typically engage less with infrastructure buying decisions. Our partners also use our APIs to offer customers differentiated automation and orchestration services. This allows us to position our partners as strategic advisors for our customers.

Our Growth Strategy

We intend to extend our position as a leader in providing enterprise cloud solutions to large organizations and CSPs. Key elements of our growth strategy include:

• Extend Our Differentiation in Enterprise Cloud through Continued Software Innovation. We plan to continue to invest in enhancing our CONNECT architecture and our enterprise cloud platform, and extending our portfolio of software products, thereby driving cross-selling and attach rates.

• Pursue Additional Large Organizations and CSPs. We intend to continue our sales efforts to further penetrate the Global 2000 enterprises and CSPs with the most demanding workloads and complex cloud requirements.

• Leverage Line of Business Buyers to Accelerate Adoption. We intend to continue to focus on selling to line of business buyers, who generally have their own IT budgets, and leverage those relationships to sell more broadly within their organizations.

• Increase Sales to Installed Base. We intend to continue expanding our footprint with our existing customers by supporting additional use cases and selling additional software products. These additional use cases include data protection and disaster recovery, to expand our total addressable market.

• Expand Sales and Marketing Presence in New and Existing Markets. We plan to expand our presence in both existing and new markets, including territories in the Middle East, Asia and Europe.

• Support Value-Add Channel Partners. We expect to focus our efforts on supporting those partners offering cloud services, including infrastructure “stacks” that include our solutions.

• Expand and Deepen Technology Partnerships and Integrations. We intend to expand and deepen our relationships with leading technology companies. We expect to continue to work closely with our partners to achieve certifications and integrations as well as to seek additional partnerships that will allow us to address new customer use cases and deployments.

Risks Associated with Our Business

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

• we have a history of losses and may not be able to achieve or maintain profitability;

• we have a limited operating history, which makes our future operating results difficult to predict and exposes our business to a number of risks and uncertainties;

• our revenue growth rate in recent periods may not be indicative of our future performance;

• our operating results may fluctuate significantly on a quarterly basis, which could make our future results difficult to predict and could cause our operating results to fall below expectations;

• we face intense competition from numerous established companies and new entrants;

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• we have experienced rapid growth in recent periods, and if we do not effectively manage any future growth or are unable to improve our systems, processes and controls, our business may be adversely affected;

• if the enterprise cloud market does not evolve as we anticipate or our target customers do not adopt our enterprise cloud solutions, we may not be able to compete effectively, and our ability to generate revenue will suffer;

• our growth depends in part on our ability to attract new customers and sell additional solutions and renewals to existing customers;

• if our third-party channel partners fail to perform, our ability to sell and distribute our solutions will be limited, and our operating results will be adversely affected;

• reliance on shipments at the end of the quarter could cause our revenue for the applicable period to fall below expected levels;

• the markets for enterprise cloud systems and storage solutions are rapidly evolving and, if we fail to correctly anticipate and respond to developing industry trends, demand for our solutions may decline;

• if we fail to develop or introduce new or enhanced solutions on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be adversely affected;

• our solutions must interoperate with third-party hypervisors and operating systems, software applications and hardware, and if we fail to maintain the compatibility of our solutions with such software and hardware, we may lose or fail to increase our market share and may experience reduced demand for our solutions; and

• if we are not able to successfully increase sales of our solutions to large organizations and CSPs, our operating results may suffer.

Corporate Information

We were incorporated in Delaware in June 2008. Our principal executive offices are located at 303 Ravendale Drive, Mountain View, CA 94043. Our telephone number at that location is (650) 810-8200. Our website address is www.tintri.com. Information on our website is not part of this prospectus and should not be relied upon in determining whether to make an investment decision.

The Tintri design logo and the marks “Tintri,” “VMstore,” “Tintri OS,” “Tintri Global Center,” “ReplicateVM,” “SecureVM,” “SyncVM” and “VM Scale-out” are the property of Tintri. This prospectus contains additional trade names, trademarks and service marks of other companies. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies including, but not limited to:

• reduced disclosure of financial information in this prospectus, including two years of audited financial information and two years of selected financial information;

• not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act;

• reduced disclosure obligations regarding executive compensation;

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• exemptions from the requirements of holding a non-binding advisory vote on executive compensation and golden parachute arrangements; and

• delayed adoption of new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to include reduced disclosure of financial information and reduced disclosure regarding executive compensation in this prospectus. In addition, we have irrevocably elected not to avail ourselves of the exemption allowing for delayed adoption of new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Other than with respect to our election regarding the timing of the adoption of the new accounting standards, we may choose to take advantage of one or more of these exemptions in the future.

We will remain an emerging growth company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.0 billion in annual revenue; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

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THE OFFERING

Common stock offered by us	shares
Option to purchase additional shares being offered by us	We have granted the underwriters a 30-day option to purchase up to                 additional                 shares                 of common stock at the public offering price less underwriting discounts and commissions.
Common stock to be outstanding after this offering	shares (                    shares, if the underwriters exercise their option to purchase additional shares in full)
Use of proceeds	We estimate that the net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $        per share, the midpoint of the price range reflected on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $        million, or $        million if the underwriters’ option to purchase additional shares is exercised in full.
	We intend to use the net proceeds from this offering for general corporate purposes, including working capital, sales and marketing activities, engineering initiatives, including enhancement of our solution and investment in technology and development, general and administrative expenses and capital expenditures. We also may use a portion of the net proceeds from this offering to acquire or invest in businesses, products, services or technologies that complement our business, although we have no present commitments to complete any such transactions.
Concentration of Ownership	Upon the completion of this offering, our executive officers and directors and stockholders holding more than 5% of our outstanding shares, and their affiliates, will beneficially own, in the aggregate, approximately         % of our outstanding shares as of January 31, 2017. See “Principal Stockholders” for additional information.
Proposed NASDAQ trading symbol	“TNTR”

The number of shares of our common stock to be outstanding after this offering is based on 133,854,232 shares of our common stock outstanding as of January 31, 2017, and excludes:

• 22,679,673 shares of common stock issuable upon the exercise of options outstanding as of January 31, 2017, with a weighted-average exercise price of $2.07 per share;

• 6,497,026 shares of common stock issuable upon the exercise of options granted after January 31, 2017 with a weighted-average exercise price of $2.28 per share;

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• 874,500 shares of common stock issuable upon the exercise of warrants outstanding as of January 31, 2017, with a weighted-average exercise price of $2.22 per share;

• 510,900 and 10,000,000 shares of common stock issuable upon the exercise of warrants issued after January 31, 2017, with an exercise price of $2.45 per share and $2.74 per share, respectively;

• 1,716,600 shares of common stock issuable upon the vesting of RSUs outstanding as of January 31, 2017;

• 8,963,572 shares of common stock issuable upon the vesting of RSUs granted or approved after January 31, 2017;

•             shares of common stock reserved for future issuance under our stock-based compensation plans, consisting of (i) 6,389,882 shares of common stock reserved for future issuance under our 2008 Stock Plan, (ii)                 shares of common stock reserved for future issuance under our 2017 Equity Incentive Plan which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus is made a part, and (iii)                 shares of common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective on the day of its adoption by our board of directors. In addition, the shares of common stock that are available under our 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan may be increased pursuant to provisions thereof that automatically increase the share reserves under the plans each year, as more fully described in “Executive Compensation—Employee Benefit and Stock Plans.”

Except as otherwise indicated, all information in this prospectus assumes:

• a one-for-         reverse split of our common stock to be effected prior to the effectiveness of the registration statement of which this prospectus forms a part;

• the effectiveness of our amended and restated certificate of incorporation immediately prior to the completion of this offering;

• the automatic conversion and reclassification of all outstanding shares of our convertible preferred stock into an aggregate of 107,958,277 shares of our common stock, which will occur immediately prior to the completion of this offering;

• the conversion of all outstanding warrants to purchase convertible preferred stock into warrants to purchase shares of common stock at the then-applicable conversion rate;

• no exercise of outstanding options or warrants subsequent to January 31, 2017; and

• no exercise of the underwriters’ option to purchase additional shares.

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SUMMARY CONSOLIDATED FINANCIAL DATA

The following table summarizes our consolidated financial data. The summary consolidated statements of operations data presented below for fiscal 2015, 2016 and 2017 are derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The following summary consolidated financial data should be read together with our consolidated financial statements and the related notes, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results are not necessarily indicative of our results in any future period.

	Fiscal Year Ended January 31,
	2015			2016			2017
	(in thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenue:
Product	$	41,420		$	68,652		$	97,330
Support and maintenance		8,379			17,360			27,775
Total revenue		49,799			86,012			125,105
Cost of revenue:
Product(1)		17,144			25,138			34,738
Support and maintenance(1)		4,565			7,110			9,437
Total cost of revenue		21,709			32,248			44,175
Gross profit:
Product		24,276			43,514			62,592
Support and maintenance		3,814			10,250			18,338
Total gross profit		28,090			53,764			80,930
Operating expenses:
Research and development(1)		28,155			43,179			53,445
Sales and marketing(1)		55,060			87,993			108,903
General and administrative(1)		13,941			18,773			19,364
Total operating expenses		97,156			149,945			181,712
Loss from operations		(69,066	)		(96,181	)		(100,782	)
Other expense, net:
Interest expense		(279	)		(4,407	)		(5,231	)
Other income (expense), net		(119	)		254			677
Total other expense, net		(398	)		(4,153	)		(4,554	)
Loss before provision for income taxes		(69,464	)		(100,334	)		(105,336	)
Provision for income taxes		222			634			465
Net loss	$	(69,686	)	$	(100,968	)	$	(105,801	)
Net loss per share attributable to common stockholders, basic and diluted(2)	$	(4.22	)	$	(5.36	)	$	(5.12	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted(2)		16,502,481			18,845,680			20,655,296
Pro forma net loss per share attributable to common stockholders, basic and diluted—unaudited(2)							$	(0.82	)
Pro forma weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted—unaudited(2)								128,613,573

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

	Fiscal Year Ended January 31,
	2015		2016		2017
	(in thousands)
Cost of product revenue	$	82	$	181	$	264
Cost of support and maintenance revenue		92		176		323
Research and development		1,762		2,906		5,227
Sales and marketing		1,658		3,073		4,115
General and administrative		1,600		3,419		3,905
Total stock-based compensation expense	$	5,194	$	9,755	$	13,834

(2) See Note 12 to our consolidated financial statements that are included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net loss per share attributable to common stockholders, and unaudited pro forma net loss per share attributable to common stockholders calculations.

	As of January 31, 2017
	Actual			Pro Forma(1)			Pro Forma as Adjusted(2)(3)
							(unaudited)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	48,048		$	48,048
Working capital		27,110			27,110
Total assets		104,902			104,902
Deferred revenue, current and non-current		56,445			56,445
Long-term debt, current and non-current		48,914			48,914
Convertible preferred stock		257,141			—
Total stockholders’ deficit		(298,981	)		(41,272	)

(1) The pro forma column reflects the conversion of all outstanding shares of convertible preferred stock into 107,958,277 shares of common stock immediately upon the closing of this offering.

(2) The pro forma as adjusted column further reflects the receipt of $         in net proceeds from our sale of                 shares of common stock in this offering at the initial public offering price of $         per share, the midpoint of the range on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

(3) Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, the midpoint of the offering price range set forth on the cover of this prospectus, would increase or decrease, respectively, the amount of cash and cash equivalents, working capital, total assets and total stockholders’ (deficit) equity by $         million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. An increase or decrease of 1.0 million in the number of shares we are offering would increase or decrease, respectively, the amount of cash and cash equivalents, working capital, total assets and total stockholders’ (deficit) equity by approximately $         million, assuming the assumed initial public offering price per share, as set forth on the cover page of this prospectus, remains the same after deducting underwriting discounts and commissions. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

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Key Financial and Operational Metrics

We monitor the following key financial and operational metrics:

	As of or for the Fiscal Year Ended January 31,
	2015			2016			2017
	(dollars in thousands)
Total revenue	$	49,799		$	86,012		$	125,105
Period-over-period percentage increase		92	%		73	%		45	%
Gross margin		56	%		63	%		65	%
Deferred revenue, current and non-current	$	23,022		$	41,864		$	56,445
Net cash used in operating activities	$	(51,098	)	$	(62,109	)	$	(70,366	)
Net cash provided by (used in) investing activities	$	(26,437	)	$	(56,409	)	$	58,334
Net cash provided by (used in) financing activities	$	(958	)	$	161,597		$	9,425
Free cash flow as a percentage of total revenue		(120	)%		(85	)%		(60	)%
Total customers (unaudited)		573			928			1,273

Deferred Revenue

Our deferred revenue consists of amounts that have been invoiced but that have not yet been recognized as revenue as of the period end. The majority of our deferred revenue balance consists of support and maintenance revenue that is recognized ratably over the contractual service period. These service periods range from one to five years and, as of January 31, 2017, averaged approximately two years.

Free Cash Flow as a Percentage of Total Revenue

Free cash flow as a percentage of total revenue is a non-GAAP financial measure we calculate by dividing free cash flow by total revenue. We define free cash flow, a non-GAAP financial measure, as cash used in operating activities less purchase of property and equipment. We have included free cash flow as a percentage of total revenue in this prospectus because it is a key measure used by our management and board of directors to understand and evaluate our free cash flow in relation to our revenue growth. In addition, we consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the purchases of property, equipment, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, and strengthening the balance sheet. See “Selected Consolidated Financial and Other Data—Certain Key Financial and Operational Metrics” for information regarding the limitations of using free cash flow as a financial measure. A reconciliation of free cash flow to cash flow provided by operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:

	Fiscal Year Ended January 31,
	2015			2016			2017
	(in thousands, except percentages)
Cash flow used in operating activities	$	(51,098	)	$	(62,109	)	$	(70,366	)
Less: purchase of property and equipment		(8,668	)		(10,914	)		(4,337	)
Free cash flow	$	(59,766	)	$	(73,023	)	$	(74,703	)
Total revenue	$	49,799		$	86,012		$	125,105
Free cash flow as a percentage of total revenue		(120	)%		(85	)%		(60	)%
Net cash provided by (used in) investing activities	$	(26,437	)	$	(56,409	)	$	58,334
Net cash provided by (used in) financing activities	$	(958	)	$	161,597		$	9,425

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Total Customers

We define a customer as an end user that purchases our products and services either from one of our channel partners or from us directly. In situations where there are multiple purchases by multiple subsidiaries or divisions, universities, or governmental organizations affiliated with a single entity, each separate buying unit within an organization is counted as representing a separate customer. We do not include our channel partners or distributors in our definition of a customer.

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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 contained in this prospectus, including our consolidated financial statements and the related notes thereto, before making a decision to invest in our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business

We have a history of losses and may not be able to achieve or maintain profitability.

We have incurred losses in all fiscal years since our inception, and we expect that we will continue to incur net losses for the foreseeable future. We experienced net losses of $69.7 million, $101.0 million and $105.8 million for fiscal 2015, 2016 and 2017, respectively. As of January 31, 2017, we had an accumulated deficit of $338.7 million. We anticipate that our operating expenses will increase substantially in the foreseeable future as we continue to hire additional employees, develop our technology and enhance our product and service offerings, expand our sales and marketing teams, make investments in our distribution channels, expand our operations and prepare to become a public reporting company. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses, or at all. Revenue growth may slow or revenue may decline for a number of possible reasons, including slowing demand for our products or services, increasing competition, a decrease in the growth of our overall market or a failure to capitalize on growth opportunities. Any failure to increase our revenue as we grow our business could prevent us from achieving or maintaining profitability or positive free cash flow.

We have a limited operating history, which makes our future operating results difficult to predict and exposes our business to a number of risks and uncertainties.

We were founded in June 2008 and began selling our solution and generating revenue in 2011. We have a limited operating history in an industry characterized by rapid technological change, changing customer needs, intense competition, evolving industry standards and frequent introductions of new products and services. Our limited operating history makes it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. All of these factors, as well as the other risks described in this prospectus, make our future operating results difficult to predict, which may impair our ability to manage our business and reduce your ability to assess our prospects.

We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. Our limited operating history makes it more difficult for us to predict these risks and uncertainties. If our assumptions regarding these risks and uncertainties (which we use to plan our business) are incorrect or change, or if we do not address these risks and uncertainties successfully, our operating and financial results could differ from our expectations, and our business and prospects could suffer.

Our revenue growth rate in recent periods may not be indicative of our future performance.

We have experienced significant growth in recent periods, with revenue growing from $86.0 million in fiscal 2016 to $125.1 million in fiscal 2017, representing year-over-year growth of 45% for our most recent fiscal year. If we are able to achieve greater revenue scale, we may not be able to maintain revenue growth rates consistent with this historical growth rate. You should not rely on our revenue for any prior quarterly or annual periods as any indication of our revenue or revenue growth for any future period.

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Our operating results may fluctuate significantly on a quarterly basis, which could make our future results difficult to predict and could cause our operating results to fall below expectations.

Our operating results may fluctuate on a quarterly basis due to a variety of factors, many of which are outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. If our revenue or operating results in any particular period fall below investor expectations, the price of our common stock would likely decline. Factors that are difficult to predict and that could cause our quarterly operating results to fluctuate include:

• the timing and magnitude of orders and shipments of our products in any quarter;

• our ability to attract new and retain existing customers;

• our ability to increase and maintain sales coverage and effectiveness;

• our ability to sell additional products to our existing customers;

• disruptions in our sales channels or termination of our relationship with important distributors, channel partners, OEMs, contract manufacturers and suppliers;

• our seasonal sales cycles;

• reductions in customers’ budgets for information technology purchases;

• fluctuations in demand for our solution;

• the mix of solutions sold and the mix between product revenue and support and maintenance revenue;

• the timing of introductions of plans of new products and our ability to manufacture and sell new products;

• the amount and timing of expenses to grow our business;

• the timing of revenue recognition for our sales;

• regulatory, tax, accounting and other changes in requirements or policies applicable to us;

• volatility in our share price, which may lead to higher stock-based compensation expense; and

• general socioeconomic and political conditions in the countries where we operate or where our solution is sold or used.

Any one of the factors above or the cumulative effect of the factors above may result in significant fluctuations in our operating results from period to period. This variability and unpredictability could result in our failure to meet our internal operating plan or the expectations of securities analysts or investors for any period. If we fail to meet such expectations, the market price of our common stock could decline and we could face costly lawsuits, including securities class action litigation.

We face intense competition from numerous established companies and new entrants.

We face intense competition from numerous established companies that sell competitive enterprise cloud infrastructure systems or storage solutions. These competitors include large system vendors, consisting primarily of EMC and NetApp, and also Dell Technologies, Hitachi Data Systems, HP Enterprise, IBM and VMware, that offer a broad range of data center systems targeting various use cases and end markets. We also face competition from other companies, including companies that offer solutions powered entirely or partially by flash memory technology, such as Nimble Storage, a Hewlett Packard Enterprise company, Nutanix and Pure Storage. These competitors, as well as other potential competitors, where compared to us may have:

• greater name recognition and longer operating histories;

• larger sales and marketing and customer support budgets and resources;

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• the ability to bundle enterprise cloud infrastructure systems or storage solutions with other products and services to address customers’ needs;

• more comprehensive enterprise cloud infrastructure systems or storage solutions;

• greater resources to make acquisitions and develop new solutions;

• infrastructure solutions that are, or that are perceived to be, simpler and faster to deploy, or able to store and process data more effectively;

• infrastructure solutions that store and process both physical and virtualized workloads;

• larger and more mature intellectual property portfolios; and

• substantially greater financial, technical and other resources.

Furthermore, many of our competitors benefit from established brand awareness and long-standing relationships with key decision makers at many of our current and prospective customers. We expect that our competitors will seek to leverage these existing relationships to discourage customers from purchasing our solution. If we are unsuccessful in establishing or maintaining relationships with customers, or if customers are reluctant or unwilling to try our solution, our ability to compete in the marketplace or to grow our revenue could be impaired.

Our competitors utilize a broad range of competitive strategies. For example, some of our competitors have offered bundled products and services in order to reduce the initial cost of their storage solutions. Our competitors may also compete on purchase price and total cost of ownership, and may choose to adopt more aggressive pricing policies than we choose to adopt in the future.

Certain of our competitors may have developed, claim to have developed or have indicated that they intend to develop enterprise cloud technologies that may compete with our solution. We expect our competitors to continue to improve the performance of their solutions, reduce their prices and introduce new services and technologies that may, or that they may claim to, offer greater performance and improved total cost of ownership as compared to our solution. These and other competitive pressures may prevent us from competing successfully against current or future competitors. If we are unable to acquire customers, or if we are forced to reduce prices in order to do so, our business, operating results and financial condition may be adversely affected.

We have experienced rapid growth in recent periods, and if we do not effectively manage any future growth or are unable to improve our systems, processes and controls, our business may be adversely affected.

We have experienced rapid growth and increased demand for our solution over the last several years. Our employee headcount and number of customers have increased significantly, and we expect to continue to grow our headcount and customer base significantly in the future.

Furthermore, we have increasingly managed more complex deployments of our products and services with larger customers. The growth of our business and our offerings creates an ongoing strain on our management, operational and financial resources. To manage our growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems and our ability to manage headcount, capital and processes in an efficient manner. The increased operational complexity and higher costs of international product deployments and infrastructure expansion makes managing our growth outside of the United States uniquely challenging. Our failure to scale or manage improvements in these functions, processes and controls could disrupt existing customer relationships, limit the deployments of our solution, reduce the quality of our products and services, increase our technical support costs and impair our ability to operate our business and protect our assets. Failure to manage any future growth effectively could result in increased costs and harm our business, operating results and financial condition.

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If the enterprise cloud market does not evolve as we anticipate or our target customers do not adopt our enterprise cloud solutions, we may not be able to compete effectively, and our ability to generate revenue will suffer.

We compete in the new enterprise cloud category with our Tintri VMstore solutions, and the market for enterprise cloud solutions is still in an early stage. Our success depends upon our ability to provide enterprise cloud infrastructure solutions that address the needs of customers more effectively and economically than those of other competitors or existing technologies.

Many of our target customers have never purchased enterprise cloud infrastructure solutions and may not have the desire or available budget to invest in new technologies such as ours. Market awareness of our value proposition will be essential to our continued growth and our success, particularly for the enterprise and CSP markets. It is difficult to predict with any precision customer adoption rates, customer demand for our solution or the future growth rate and size of our market.

Changes or advances in alternative technologies or adoption of alternative enterprise cloud infrastructure offerings could adversely affect the demand for our solution. If the enterprise cloud infrastructure market does not develop in the way we anticipate, if our solution does not offer benefits compared to competing solutions or if customers do not recognize the benefits that our solution provides, then our business, operating results and financial condition could be adversely affected.

Our growth depends in part on our ability to attract new customers and sell additional solutions and renewals to existing customers.

Our future success depends in part on our ability to increase sales of our solution to new customers domestically and internationally, as well as to increase sales of additional solutions and renewals to our existing customers. The rate at which new and existing customers purchase solutions depends on a number of factors, including customers’ perceived need for enterprise cloud infrastructure solutions, general economic conditions and our ability to compete effectively with our competitors. We may also be forced to engage in sophisticated and costly sales efforts, which may not result in additional sales.

Furthermore, the rate at which our customers purchase additional enterprise cloud infrastructure solutions is subject to a number of risks, including the nature and extent of their IT infrastructure needs, their level of satisfaction with our prices and features relative to competitive offerings, their spending levels on IT infrastructure solutions and other factors outside of our control.

We provide our support services under limited term contracts, which range from one to five years. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their level of satisfaction with our solution, our customer support and increased competition and the pricing of our, or competing, services. Even if our customers choose to renew their support contracts, they may renew for shorter contract periods or on other terms that are less beneficial to us. We have limited historical data with respect to rates of customer renewals, so we may not accurately predict future renewal trends.

We cannot ensure that our customers will purchase our solution or will renew their support contracts, and their failure to make such purchases or renewals may adversely affect our business, operating results and financial condition.

If our third-party channel partners fail to perform, our ability to sell and distribute our solution will be limited, and our operating results will be adversely affected.

We depend on channel partners and distributors for a substantial majority of our sales. Approximately 89% and 85% of our revenue was derived from sales to our channel partners and distributors in fiscal 2016 and fiscal

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2017, respectively. We also depend upon our channel partners to manage the customer sales process and to generate sales opportunities. To the extent our channel partners are unsuccessful in fulfilling our sales, managing the sales process or selling our solution, or we are unable to enter into arrangements with, and retain a sufficient number of high-quality, motivated partners in each of our sales regions, our ability to sell our solution will be adversely affected.

Our contracts with channel partners are typically terminable without cause by either party after an initial term of one year. Our channel partner agreements do not prohibit them from offering competitive products or services and do not contain any purchase commitments. Many of our channel partners also sell our competitors’ solutions. If our channel partners give higher priority to our competitors’ storage solutions, we may be unable to grow our revenue and our net loss could increase. Further, in order to develop and expand our channels, we must continue to scale and improve our processes and procedures that support our channel partners, including investments in systems and training, and those processes and procedures may become increasingly complex and difficult to manage. If we fail to maintain existing channel partners or develop relationships with new channel partners, our business, operating results and financial condition may be adversely affected.

Reliance on shipments at the end of the quarter could cause our revenue for the applicable period to fall below expected levels.

As a result of customer buying patterns and related sales efforts, we have historically received a substantial portion of sales orders and generated a substantial portion of revenue during the last few weeks of each fiscal quarter. If expected revenue at the end of any fiscal quarter is delayed for any reason, including any failure of anticipated sales transactions to materialize, any inability on our part to ship products prior to fiscal quarter-end to fulfill sales orders received near the end of the fiscal quarter, any failure on our part to manage inventory to meet demand, any inability on our part to release new solutions on schedule, any failure of our systems related to order review and processing and other terms that may delay the recognition of revenue or any unexpected sales cancellations, our revenue for that quarter could fall below our expectations and the estimates of analysts, which could adversely impact our business, operating results and financial condition.

The markets for enterprise cloud systems and storage solutions are rapidly evolving and, if we fail to correctly anticipate and respond to developing industry trends, demand for our solution may decline.

The IT infrastructure and storage industries are characterized by rapidly evolving technology, customer needs and industry standards. To remain competitive, we must correctly anticipate and invest in the adoption of new and emerging technologies, and continue to innovate our solution to provide superior benefits to our customers. The process of developing or adapting our solution to new technologies is complex and uncertain, and our product development efforts may fail to successfully address our customers’ changing needs. We must commit significant resources to developing new products and product enhancements before knowing whether our investments will result in products the market will accept. If we fail to implement or respond to a technology that gains widespread market acceptance, demand for our solution may decline. Conversely, if we adopt a technology for which market demand fails to materialize, then we may incur significant development and marketing expense for which we fail to realize an adequate return. In addition, one or more new technologies could be introduced that compete favorably with our products or that cause our solution to no longer be able to compete successfully.

The success of our products also depends in large part on our ability to successfully adapt our solution to emerging industry standards. The servers, network, software and other components and systems within a datacenter must comply with industry standards in order to interoperate and function efficiently together. If larger companies that are more influential in driving industry standards do not support the same standards we use, market acceptance of our solution could be adversely affected, or we may be required to spend significant time and resources duplicating efforts to adapt to different standards.

Our failure to successfully identify new product opportunities, develop and bring new products to market in a timely manner or respond to changing industry standards would result in a lower revenue growth rate or

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decreased revenue, either of which would negatively impact our business, operating results and financial condition.

If we fail to develop or introduce new or enhanced solutions on a timely basis, our ability to attract and retain customers could be impaired and our competitive position could be adversely affected.

We operate in a dynamic environment characterized by rapidly changing technologies and industry standards and technological obsolescence. We will need to continue to create valuable software and hardware solutions to be integrated with our enterprise cloud platform. To compete successfully, we must design, develop, market and sell new or enhanced solutions that provide increasingly higher levels of performance, capacity, scalability, security and reliability and meet the cost expectations of our customers. Any failure to anticipate or develop new or enhanced solutions or technologies in a timely manner in response to technological shifts could result in decreased revenue and harm to our business, operating results and financial condition. Any new feature or application that we develop or acquire may not be introduced in a timely or cost-effective manner and may not achieve broad market acceptance. If we fail to introduce new or enhanced solutions that meet the needs of our customers or penetrate new markets in a timely fashion, we will lose market share and our business, operating results and financial condition will be adversely affected.

Our solution must interoperate with third-party hypervisors and operating systems, software applications and hardware, and if we fail to maintain the compatibility of our solution with such software and hardware, we may lose or fail to increase our market share and may experience reduced demand for our solution.

Our solution must interoperate with our customers’ existing infrastructure, specifically their hypervisors, networks, servers, and other software, which are provided by a wide variety of vendors. For example, our VMstore solutions support hypervisors marketed by Citrix, Microsoft, Open Stack, Red Hat and VMware. When new or updated versions of these hypervisors or software applications are introduced, we must sometimes develop updated versions of our software so that our solution will interoperate properly. These efforts require capital investment and engineering resources and we may not be able to deliver or maintain interoperability quickly, cost-effectively or at all. If we fail to maintain compatibility of our solution with these infrastructure components, our customers may not be able to fully utilize our solution, and we may, among other consequences, lose or fail to increase our market share and experience reduced demand for our solution, which may harm our business, operating results and financial condition.

If we are not able to successfully increase sales of our solution to large organizations and CSPs, our operating results may suffer.

Our growth strategy is dependent in large part upon increasing sales of our solution to large organizations and CSPs. Sales to these customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include:

• competition from companies that traditionally target larger organizations and CSPs and that may have pre-existing relationships or purchase commitments from such customers;

• increased purchasing power and leverage held by large customers in negotiating contractual arrangements with us;

• more stringent requirements in our support and maintenance contracts, including demand for faster support response times and penalties for any failure to meet support requirements; and

• longer sales cycles and the associated risk that substantial time and resources may be spent on a potential customer that elects not to purchase our solution.

In addition, large organizations, including government entities, typically have longer implementation cycles, require greater solutions functionality and scalability, require a broader range of services, demand that vendors

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take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. If we fail to realize an expected sale from a large customer in a particular quarter or at all, our business, operating results and financial condition could be adversely affected.

Our sales cycles can be long and unpredictable, and may require considerable time and expense, which may cause our operating results to fluctuate significantly.

The timing of customer sales commitments and our recognition of revenue is difficult to predict because of the length and unpredictability of our solutions’ sales cycles. A sales cycle is the period between initial contact with a prospective customer and any sale of our solution. Our sales cycles typically range from three to six months. Customers, especially large enterprises, CSPs and government entities, often view the purchase of our solution as a significant and strategic decision and require considerable time to evaluate, test and qualify our solution prior to making a purchase decision and placing an order. During our sales cycle, we expend significant time and money on sales and marketing activities, and sometimes make investments in evaluation equipment, all of which lower our operating margins, particularly if no sale occurs.

Even if a customer decides to purchase our solution, there are many factors that affect the timing of the customer’s purchase and our recognition of revenue, including the strategic importance of a particular project to a customer, budgetary constraints and changes in their personnel. Even after a customer makes a purchase, there may be circumstances or terms relating to the purchase that delay our ability to recognize revenue from that purchase. For all of these reasons, it is difficult to predict whether a sale will be completed, the particular period in which a sale will be completed or the period in which revenue from a sale will be recognized. If our sales cycles lengthen, our revenue could be lower than expected, which would have an adverse effect on our business, operating results and financial condition.

If we are unable to attract and retain qualified personnel, our business and operating results could suffer.

Our future success also depends on our ability to continue to attract, integrate and retain highly skilled personnel, especially skilled sales and engineering employees. Competition for highly skilled personnel is frequently intense, especially in the San Francisco Bay Area where we are headquartered. We compete with many larger and better funded organizations both inside and outside of the storage industry for skilled personnel, and we may be unable to compete with the compensation and other benefits that these organizations offer to attract candidates and retain existing personnel.

Volatility or declines in our stock price may also affect our ability to attract and retain key employees. Also, many of our employees have become, or will soon become, vested in a substantial amount of equity awards which equates to a substantial amount of personal wealth. This may make it more difficult for us to retain and motivate these employees, and this wealth could affect their decision about whether or not they continue to work for us.

We cannot assure you that we will be able to successfully attract or retain qualified personnel. Any failure to successfully attract, integrate or retain qualified personnel to fulfill our current or future needs may negatively impact our growth and adversely affect our business, operating results and financial condition.

We derive substantially all of our revenue from a single family of products, and a decline in demand for our solution would cause our revenue to grow more slowly or to decline.

Our enterprise cloud platform, which includes our proprietary Tintri OS and our stand-alone software products, accounts for all of our revenue and will continue to comprise a significant portion of our revenue for the foreseeable future. As a result, any of the following events or developments could have a comparatively greater impact on our business than they would if we offered a broader range of solutions:

• the failure of our current solutions to achieve broad market acceptance;

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• any decline or fluctuation in demand for our current solutions, whether as a result of customer budgetary constraints, introduction of competing products or technologies or other factors; and

• our inability to release enhanced versions of our current solutions, including any related software, on a timely basis.

If the market for enterprise cloud infrastructure solutions grows more slowly than anticipated, if demand for our solution declines, or if we fail to deliver new solutions, new features, or new releases that meet customer demand, our business, operating results and financial condition will be adversely affected.

We recognize revenue from support agreements over the term of the relevant support period, and as a result downturns or upturns in sales are not immediately reflected in full in our operating results.

Support and maintenance revenue was 20.2% and 22.2% of our revenue in fiscal 2016 and fiscal 2017, respectively. We recognize support and maintenance revenue ratably over the term of the relevant support period, which ranges from one to five years. As a result, much of the support and maintenance revenue we report each quarter is derived from support agreements that we sold in prior quarters. Consequently, a decline in new or renewed support agreements, or decreases in the relative pricing of new support agreements, in any one quarter will not be fully reflected in revenue in that quarter but will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales of support and maintenance is not reflected in full in our operating results until future periods. In addition, because revenue from renewals must be recognized ratably over the applicable service period, it may be difficult for us to rapidly increase our support and maintenance revenue through additional sales in any period. The percentage of our total revenue that we derive from support and maintenance agreements may vary over time if we change the relative pricing of our products or support agreements. Our revenue from support agreements as a percentage of total revenue may decline as a result of changes in the relative pricing of our products and support. Changes in the mix of our product revenue and support and maintenance revenue may adversely affect our business, operating results and the trading price of our common stock.

The sales prices of our products and services may decrease, which would reduce our gross profit and adversely impact our financial condition.

The sales prices for our products or support and maintenance services may decline for a variety of reasons, including competitive pricing pressures, a change in our mix of products and services and the introduction of competing products or services or promotional programs. Competition continues to increase in the markets in which we participate, and we expect competition to further increase in the future, which may lead to increased pricing pressures. Larger competitors with more diverse product and service offerings may reduce the price of products or services that compete with ours or may bundle them with other products and services. Our sales prices could also decline due to pricing pressure caused by several factors, including overcapacity in the worldwide supply of competitive storage solutions, increased manufacturing efficiencies and implementation of new manufacturing processes. In addition, although we price our products and services predominantly in U.S. dollars, currency fluctuations in certain countries and regions may negatively impact actual prices that partners and customers are willing to pay in those countries and regions. To the extent we introduce new solutions, we anticipate that the sales prices for our existing solutions will decrease. We cannot assure you that we will be successful in developing and introducing new offerings with enhanced functionality on a timely basis, or that our new product and services offerings, if introduced, will enable us to maintain or improve our gross margins and achieve profitability.

Our ability to successfully market and sell our solution is dependent in part on the quality of our customer support, and any failure to offer high-quality technical support could harm our business.

Once our solution is deployed within our customers’ datacenters, customers depend on our support organization to resolve technical issues relating to our solution. Our ability to provide effective support is largely

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dependent on our ability to attract, train and retain qualified personnel, as well as to engage with qualified support partners that provide a similar level of customer support. Furthermore, as we continue to expand our international operations, our support organization will face additional challenges, including those associated with delivering support, training and documentation in languages other than English and provisioning and staffing our international customer support field offices. In addition, our sales process is highly dependent on our solution and business reputation and on recommendations from our existing customers. Any failure to maintain, or a market perception that we do not maintain, high-quality technical support, including installation, could harm our reputation and our ability to sell our solution to existing and prospective customers.

We are exposed to the credit risk of some of our channel partners, distributors and direct customers, which could result in losses and negatively impact our operating results.

Some of our channel partners, distributors and direct customers have experienced financial difficulties in the past. A channel partner, distributor or direct customer experiencing such difficulties will generally not purchase or sell as many of our systems as it may have done under normal circumstances and may cancel orders. Our typical payment terms are 30 days from invoice but payment terms may be longer in particular circumstances and markets. In addition, a channel partner, distributor or direct customer experiencing financial difficulties generally increases our exposure to uncollectible receivables. Any concentration of our accounts receivable in one or a limited number of our channel partners, distributors and direct customers may increase our credit risk with respect to those channel partners, distributors and direct customers. If any of our channel partners, distributors or direct customers that represent a significant portion of our revenue becomes insolvent or suffers deterioration in its financial or business condition and is unable to pay for our solution, our business, operating results and financial condition could be adversely affected.

If we do not effectively expand and train our sales force, we may be unable to increase our revenue and our business will be adversely affected.

Although we have a channel sales model, our sales representatives typically engage in direct interaction with our prospective customers. Therefore, we continue to be substantially dependent on our sales force to obtain new customers and sell additional solutions to our existing customers. As such, we have invested and will continue to invest substantially in our sales organization. Competition for sales personnel with the skills and technical knowledge that we require is intense and our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth.

As a result of our recent growth, a large percentage of our sales force is new to our company and therefore less effective than our more seasoned sales personnel. New hires require significant training and may take significant time before they achieve full productivity; we estimate based on past experience that sales team members typically do not fully ramp and are not fully productive during the first several quarters of employment with us. Our recent hires and planned hires may not become productive as quickly as we expect. Furthermore, hiring sales personnel in new countries requires additional set up and upfront costs that we may not recover if the sales personnel fail to achieve full productivity. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business, operating results and financial condition will be adversely affected.

Seasonality may cause fluctuations in our revenue and operating results.

In general, our sales are subject to seasonal trends. Our fourth fiscal quarter, ending January 31, typically has the highest revenue of any of our fiscal quarters, and our first fiscal quarter, ending April 30, typically has the lowest revenue of any of our fiscal quarters. We believe that this seasonality results from a number of factors, including the budgeting, procurement and deployment cycles of many of our customers. Our rapid historical

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growth may have reduced the impact of seasonal or cyclical factors that might have influenced our business to date. To the extent our revenue growth slows, seasonal or cyclical variations in our operations may become more pronounced and may affect our business, operating results and financial condition.

Sales to U.S. federal, state and local governments are subject to numerous challenges and risks that may adversely impact our business.

Although sales to U.S. federal, state and local government agencies accounted for less than 10% of our revenue in each of fiscal 2016 and fiscal 2017, we anticipate that our sales to government agencies may increase in the future. Sales to such government entities are subject to a number of risks, including the following:

• selling to government agencies can be extensively regulated, highly competitive and time consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;

• government certification requirements applicable to our solution may change and in doing so restrict our ability to sell into the U.S. federal government sector until we have attained the revised certification;

• government demand and payment for our products and services may be impacted by public sector budgetary cycles, changes in administration and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our products and services;

• government agencies may have statutory, contractual or other legal rights to terminate our sales contracts for convenience or due to a default, and any such termination may adversely impact our future operating results;

• governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our solution, which would adversely impact our revenue and operating results, or result in fines, civil or criminal liability or repayment of any overcharges, if any such audit uncovers improper or illegal activities; and

• government agencies may require certain products to be manufactured in the United States and other relatively high-cost manufacturing locations, which may require costly changes to our manufacturing practices or otherwise adversely affect our ability to sell these products to such agencies.

If any of the above risks are realized, our business, operating results and financial condition may be adversely affected.

Our solution is highly technical and may contain undetected defects, which could cause data unavailability, loss or corruption that might, in turn, result in liability to our customers and harm to our reputation and business.

Our solution is highly technical and complex and are often used to store information critical to our customers’ business operations. Our solution may contain undetected errors, defects or security vulnerabilities that could result in data unavailability, loss, corruption or other harm to our customers. Some errors in our solution may only be discovered after they have been installed and used by customers. Our solution has experienced temporary outages after they have been deployed. Any outages, errors, defects or security vulnerabilities discovered in our solution after commercial release could result in a loss of revenue, injury to our reputation, a loss of customers or increased service and warranty costs, any of which could adversely affect our business and operating results. In addition, errors or failures in the solutions of third-party technology vendors may be attributed to us and may harm our reputation.

If our solution fails, we could face claims for product liability, tort or breach of warranty. Although our customers are generally required to enter into our standard “click wrap” terms of service, which includes provisions relating to warranty disclaimers and liability limitations, these terms may be difficult to enforce.

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Defending a lawsuit, regardless of its merit, would be costly and might divert management’s attention and adversely affect the market’s perception of us and our solution. Our business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all. These product-related issues could result in claims against us, and negatively impact our business, operating results and financial condition.

Our international operations expose us to additional risks, and failure to manage those risks could adversely affect our business, operating results and cash flows.

Increasingly, we derive a significant portion of our revenue from channel partners outside the United States. Revenue generated from customers outside of the United States was 29.9% and 30.0% of our total revenue for fiscal 2016 and fiscal 2017, respectively. We are continuing to adapt to and develop strategies to address international markets but there is no guarantee that such efforts will be successful. As of January 31, 2017, 15% of our full-time employees were located outside of the United States. We expect that our international activities will continue to grow over the foreseeable future as we continue to pursue opportunities in international markets, which will require significant management attention and financial resources. We are subject to risks associated with having significant worldwide operations, including:

• increased complexity and costs of managing international operations;

• geopolitical and economic instability and military conflicts;

• limited protection of our intellectual property and other assets;

• compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations;

• trade and foreign exchange restrictions and higher tariffs;

• travel restrictions;

• timing and availability of import and export licenses and other government approvals, permits and licenses, including export classification requirements;

• foreign currency exchange fluctuations relating to our international operating activities;

• restrictions imposed by the U.S. government on our ability to do business with certain companies or in certain countries as a result of international political conflicts;

• transportation delays and other consequences of limited local infrastructure and disruptions, such as large scale outages or interruptions of service from utilities or telecommunications providers;

• reliance upon third parties to provide solution support services outside of the Unites States;

• difficulties in staffing international operations and increased compliance costs and potential liabilities associated with employment laws and practices outside of the United States;

• increased costs and risk of loss associated with provisioning local field offices to provide solution support services;

• heightened risk of terrorist acts;

• local business and cultural factors that differ from our normal standards and practices;

• differing employment practices and labor relations;

• regional health issues and natural disasters that are endemic to regions which we operate and sell or manufacture our solution;

• difficulties in enforcing contracts generally; and

• work stoppages.

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As we continue to expand our business globally, our success will depend, in large part, on our ability to anticipate and effectively manage these risks. These factors and other factors could harm our ability to gain future international revenue and, consequently, impact our business, operating results and financial condition.

We rely on a single contract manufacturer to manufacture our products, and any failure to forecast demand for our products or manage our relationship with our contract manufacturer, or if that manufacturer’s business were to become impaired in the future, our ability to sell our products could be impacted.

We contract with an offshore subsidiary of Flex to manufacture all of our products. Our reliance on Flex reduces our control over the assembly process, exposing us to risks, including reduced control over quality assurance, production costs and product supply. If we fail to manage our relationship with Flex effectively, or if Flex experiences delays, disruptions, capacity constraints or quality control problems in their operations, our ability to ship products to our customers could be impaired and our competitive position and reputation could be adversely affected. In addition, any adverse change in Flex’s financial or business condition could disrupt our ability to supply quality products to our customers. If we are required to change our contract manufacturer or assume internal manufacturing operations, we may lose revenue, incur increased costs and damage our customer relationships. In addition, qualifying a new contract manufacturer and commencing production can be an expensive and lengthy process. If we experience increased demand that Flex is unable to fulfill, or if Flex is unable to provide us with adequate supplies of high-quality products for any other reason, we could experience a delay in our order fulfillment, and our business, operating results and financial condition would be adversely affected.

Our agreement with Flex is terminable at any time by us with 90 days’ notice or by Flex with 120 days’ notice and Flex has no obligation to provide services transitioning our manufacturing processes to another manufacturer. Our agreement with Flex does not provide for any specific volume purchase commitments, though we are required to submit a nine month forecast for orders (the first three months of which are binding) and orders are placed on a purchase order basis. Furthermore, because we contract with a subsidiary of Flex, we have limited recourse to assets held by other members of the Flex group of companies in the event of manufacturing problems or other claims. If we are required to change to a new contract manufacturer, qualify an additional contract manufacturer or assume internal manufacturing operations for any reason, including financial problems of our contract manufacturer, reduction of manufacturing output made available to us, or the termination of our contract, we may lose revenue, incur increased costs and damage our customer relationships.

We intend to introduce new products and product enhancements, which could require us to coordinate with Flex and component suppliers in order to achieve volume production rapidly. We may need to increase our component purchases, contract manufacturing capacity and internal test and quality functions if we experience increased demand for our products. Our orders may represent a relatively small percentage of the overall orders received by Flex from its customers. As a result, fulfilling our orders may not be considered a priority in the event Flex is constrained in its ability to fulfill all of its customer obligations in a timely manner. If Flex is unable to provide us with adequate supplies of high-quality products, or if we are, or Flex is unable to obtain adequate quantities of components, it could cause a delay in our order fulfillment, in which case our business, operating results and financial condition could be adversely affected.

We rely on a limited number of suppliers, and in some cases single-source suppliers, and any disruption or termination of these supply arrangements could delay shipments of our products and could harm our relationships with current and prospective customers.

We rely on a limited number of suppliers, and in some cases single-source suppliers, for several key hardware components of our solution. These components are generally purchased on a purchase order basis through Flex, and we generally do not have long-term supply contracts with our suppliers. For example, the chassis used in our hybrid-flash systems is obtained on a purchase order-basis under an agreement with a single-source component supplier that has no fixed term. In addition, the chassis used in our all-flash systems is

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obtained under an agreement with a single-source component supplier having an initial term through October 2017, at which point it will automatically renew for successive one-year periods unless either party provides notice of non-renewal.

Our current purchase volumes may be too low for us to be considered a priority customer by certain of our suppliers. Any of the sole-source and limited source suppliers we rely on could stop producing our components, cease operations or be acquired by, or enter into exclusive arrangements with, our competitors. Our reliance on key suppliers exposes us to risks, including:

• the inability to obtain an adequate supply of key components;

• delays or disruptions of shipments of our products or their components;

• price volatility for the components of our products;

• failure of a supplier to meet our quality or production requirements;

• failure of a supplier of key components to remain in business or adjust to market conditions; and

• consolidation among suppliers, resulting in some suppliers exiting the industry or discontinuing the manufacture of components.

As a result of these risks, we cannot assure you that we will be able to obtain enough key components in the future or that the cost of these components will not increase. We generally order our components on a “build to order” basis, and do not maintain any significant inventory of the components used in our products. The technology industry has experienced component shortages and delivery delays in the past, and we may experience shortages or delays of critical components in the future as a result of strong demand in the industry or other factors. If our supply of components is disrupted or delayed, or if we need to replace our existing suppliers, there can be no assurance that additional components will be available when required or on terms that are favorable to us, which could extend our lead times and increase the costs of our components. Switching suppliers may require that we redesign our VMstore products to accommodate new components and to re-qualify our solution, which would be costly and time-consuming.

Any interruption in the supply of our components may adversely affect our ability to meet scheduled product deliveries to our customers and could result in lost revenue or higher expenses, any of which would harm our business, operating results and financial condition.

Insufficient supply and inventory of our products and their components may result in lost sales opportunities or delayed revenue, while excess inventory will harm our gross margins.

Our third-party manufacturer procures components and builds our products based on our forecasts, and we generally do not hold inventory for a prolonged period of time. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and analyses from our sales and marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate component supply, from time to time we may issue forecasts for components and products that are non-cancelable and non-returnable. Our inventory management systems and related supply chain visibility tools may be inadequate to enable us to make accurate forecasts and effectively manage the supply of our products and components. We have, in the past, had to write off inventory in connection with transitions to new product models. If we ultimately determine that we have excess supply, we may have to reduce our prices and write down or write off excess or obsolete inventory, which in turn could result in lower gross margins. Alternatively, insufficient supply levels may lead to shortages that result in delayed revenue or loss of sales opportunities altogether as potential customers turn to competitors’ products that may be more readily available. If we are unable to effectively manage our supply and inventory, our business, operating results and financial condition could be adversely affected.

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Industry consolidation may lead to increased competition, which could harm our business.

Consolidation among IT infrastructure providers has been common. Some of our competitors have made acquisitions or entered into partnerships or other strategic relationships to offer a more comprehensive solution than they had offered individually. For example, in February 2016, NetApp acquired SolidFire, a developer of all-flash storage systems, in September 2016, Dell acquired EMC, in February 2017, HP Enterprise acquired SimpliVity, a developer of hyperconverged systems, and in April 2017, HP Enterprise acquired Nimble Storage, a storage solutions provider. We expect this trend to continue as companies attempt to strengthen or maintain their market positions through strategic acquisitions.

Consolidation in our industry may result in stronger competitors that may create more compelling offerings, offer greater pricing flexibility and be better able to compete as their customers’ sole-source vendors. Any of these developments would make it more difficult for us to compete effectively, including on the basis of price, sales and marketing programs and breadth of technology offerings. In addition, companies with which we have strategic partnerships may acquire or form alliances with our competitors, causing them to reduce their business with us. Continued industry consolidation may adversely affect customers’ and potential customers’ perceptions of the viability of less mature technology companies such as us and, consequently, their willingness to purchase from us. Any such competitive forces resulting from consolidation in our industry could adversely impact our business, operating results and financial condition.

Our research and development efforts may not produce successful solutions that result in significant revenue in the near future, if at all.

Developing new solutions and related enhancements is expensive and time consuming. Our investments in research and development may result in solutions that do not achieve market adoption, are more expensive to develop than anticipated, take longer to generate revenue or generate less revenue than we anticipate. Our future plans include significant investments in research and development for new solutions and related opportunities. We believe that we must continue to dedicate significant resources to our research and development efforts to maintain or expand our competitive position. However, these efforts may not result in significant revenue in the near future, if at all, which could adversely affect our business, operating results and financial condition.

The success of our business depends in part on our ability to protect and enforce our intellectual property rights.

Our success depends to a significant degree on our ability to protect our core technology and intellectual property. We rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our technology, intellectual property and proprietary rights, all of which provide only limited protection. We cannot assure you that any patents or trademarks will be issued with respect to our currently pending patent and trademark applications in a manner that gives us adequate defensive protection or competitive advantages, if at all, or that any patents or trademarks issued to us or our other intellectual property rights will not be challenged, invalidated or circumvented. We have filed for patents and trademarks in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which we operate or in which we seek to enforce our intellectual property rights, or may be difficult to enforce in practice. Our currently issued patents and trademarks and any patents or trademarks that may be issued in the future with respect to pending or future applications may not provide sufficiently broad protection or they may not prove to be enforceable in actions against alleged infringers. We cannot be certain that the steps we have taken will prevent unauthorized use or reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property rights.

Protecting against the unauthorized use of our intellectual property and technology, and infringement or misappropriation of our intellectual property rights is expensive and difficult, particularly internationally.

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Litigation may be necessary in the future to enforce or defend our intellectual property rights or to determine the validity and scope of the intellectual property rights of others. Such litigation could result in substantial costs and diversion of management resources, either of which could harm our business, operating results and financial condition. If we fail to protect our intellectual property rights adequately, our competitors could offer similar solutions, potentially harming our business. Further, many of our current and potential competitors have the ability to dedicate substantially greater resources to defending intellectual property rights infringement claims and to enforcing their intellectual property rights than we have. Attempts to enforce our rights against third parties could also provoke these third parties to assert their own intellectual property rights or other rights against us, or result in a holding that invalidates or narrows the scope of our intellectual property rights, in whole or in part. If we are unable to adequately protect and enforce our intellectual property, technology and our intellectual property rights, the value of our intellectual property, technology and intellectual property rights, and our business, operating results and financial condition could be adversely affected.

Third-party claims that we are infringing intellectual property rights, whether successful or not, could subject us to costly and time-consuming litigation or expensive licenses, and our business could be adversely affected.

A number of companies, both within and outside of the IT infrastructure industry, hold a large number of patents covering aspects of storage, servers and virtualization solutions. In addition to these patents, participants in this industry typically also protect their technology through copyrights and trade secrets. As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. We have in the past, and may in the future, receive inquiries from other intellectual property rights holders seeking to profit from royalties in connection with grants of licenses and may in the future become subject to claims that we infringe their intellectual property rights, particularly as we expand our presence in the market and face increasing competition. We have in the past and may in the future be required to enter into agreements with such intellectual property rights holders involving the payment of royalties or other fees, or granting a limited license of our intellectual property rights, in order to resolve such inquiries and settle such claims. We cannot assure you that our business or products or services do not violate such rights of such third-party claimants. Regardless of the merit of any such claim, responding to such claims can be time consuming, divert management’s attention and resources and may cause us to incur significant expenses. In addition, parties may claim that the names and branding of our solution infringe their trademark rights in certain countries or territories. If such a claim were to prevail we may have to change the names and branding of our solution in the affected territories and incur other costs.

We currently have a number of agreements in effect pursuant to which we have agreed to defend, indemnify and hold harmless our customers, suppliers and channel and other partners from damages and costs which may arise from the infringement by our solution of third-party intellectual property rights, which may include patents, copyrights, trademarks or trade secrets. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Our insurance may not cover all intellectual property rights infringement claims. A claim that our solution infringes a third party’s intellectual property rights, even if untrue, could harm our relationships with our customers, may deter future customers from purchasing our solution and could expose us to costly litigation and settlement expenses. Even if we are not a party to any litigation between a customer and a third party relating to infringement by our solution, an adverse outcome in any such litigation could make it more difficult for us to defend our solution against intellectual property rights infringement claims in any subsequent litigation in which we are a named party. Any of these results could harm our brand and operating results.

Our defense of intellectual property rights claims brought against us or our customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force us to acquire or license intellectual property rights, which may involve substantial royalty or other payments. Further, a party making such a claim, if successful, could secure a judgment that requires us to pay substantial damages. We cannot assure you that we would be successful in defending against any such claims. In addition, patent applications in the United States and most other countries

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are confidential for a period of time before being published, so we cannot be certain that we were the first to conceive the inventions covered by our patents or patent applications. An adverse determination also could invalidate our intellectual property rights and prevent us from offering our solution to our customers and may require that we procure or develop substitute solutions that do not infringe, which could require significant effort and expense. We may be unable to replace those technologies with technologies that have the same features or functionality and that are of equal quality and performance standards on commercially reasonable terms, or at all. We may have to seek a license for the technology, which may not be available on acceptable terms or at all, and as a result may significantly increase our operating expenses or require us to restrict our business activities in one or more respects. Any of these events could adversely affect our business, operating results and financial condition.

System security risks, data protection breaches and cyber-attacks on our systems or solutions could compromise our proprietary information (or information of our customers), disrupt our internal operations and harm public perception of our solution, which could cause our business and reputation to suffer, create additional liabilities and adversely affect our financial conditions and stock price.

In the ordinary course of business, we store sensitive data on our internal systems, networks and servers, which may include intellectual property, our proprietary business information and that of our customers, suppliers and business partners and sales data, which may include personally identifiable information. In addition, we design and sell solutions that our customers use to store their data. The security of our own networks and the intrusion protection features of our solution are both critical to our operations and business strategy.

We devote significant resources to network security, data encryption and other security measures to protect our systems and data, but these security measures are subject to third-party security breaches, employee error, malfeasance, faulty password management or other irregularities and cannot provide absolute security. Any destructive or intrusive breach of our internal systems could result in the information stored on our networks being accessed, publicly disclosed, lost or stolen. In addition, an effective attack on our solution could disrupt the proper functioning of our solution, allow unauthorized access to sensitive, proprietary or confidential information of ours or our customers, disrupt or temporarily interrupt customers’ operations or cause other destructive outcomes, including the theft of information sufficient to engage in fraudulent transactions. The risk that these types of events could seriously harm our business is likely to increase as we expand our network of channel partners, resellers and authorized service providers and as we operate in more countries. The economic costs to us to eliminate or alleviate cyber or other security problems, viruses, worms, malicious software systems and security vulnerabilities could be significant and may be difficult to anticipate or measure because the damage may differ based on the identity and motive of the programmer or hacker, which is often difficult to identify. If any of these types of security breaches, actual or perceived, were to occur and we were to be unable to protect sensitive data, our relationships with our business partners and customers could be damaged, our reputation and brand could be harmed, use of our solution could decrease and we could be exposed to a risk of loss or litigation and possible liability.

If we are unable to successfully manage our use of “open source” software, our ability to sell our products and services could be harmed, which could result in competitive disadvantages, and subject us to possible litigation.

We incorporate open source software in our products and services. Use of open source software can lead to greater risks than the use of proprietary or third-party commercial software since open source licensors generally do not provide warranties or controls with respect to origin, functionality or other features of the software. Some open source software licenses require users who distribute open source software as part of their solutions to publicly disclose all or part of the source code in their software and make any derivative works of the open source software generally available in source code form for limited fees or at no cost. Although we monitor our use of open source software, open source license terms may be ambiguous, and many of the risks associated with the use of open source software cannot be eliminated. If we were found to have inappropriately used open source

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software in our solution, we may be required to release our proprietary source code, re-engineer our software, discontinue the sale of certain solutions in the event re-engineering cannot be accomplished on a timely basis, or take other remedial action. Furthermore, if we fail to comply with applicable open source licenses, we may be subject to costly claims of intellectual property rights infringement or demands for the public release of proprietary source code. Any of the foregoing could harm our business, operating results and financial condition.

We may become subject to claims that our employees have wrongfully disclosed or that we have wrongfully used proprietary information of their former employers, which could adversely affect our business.

Many of our employees were previously employed at current or potential competitors. Although we require our employees to not use the proprietary information or know-how of others in their work for us and we are not currently subject to any claims that they have done so, we have in the past received inquiries from former employers of our employees and we may in the future become subject to claims that these employees have divulged, or we have used, proprietary information of these employees’ former employers. Litigation may be necessary to defend against these claims. If we are unable to successfully defend any such claims, we may be required to pay monetary damages and to discontinue our commercialization of certain solutions. In addition, we may lose valuable intellectual property rights or personnel. A loss of key research personnel or their work product could hamper our ability to develop new solutions and features for our existing solutions, which could severely harm our business. Even if we are successful in defending against these claims, litigation efforts are costly, time-consuming and a significant distraction to management.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.

Our sales contracts are denominated in U.S. dollars. As a result, a strengthening of the U.S. dollar could increase the real cost of our solution to our customers outside of the United States, which could adversely affect our international sales. In addition, an increasing portion of our operating expenses is incurred outside the United States, denominated in foreign currencies and subject to fluctuations in foreign currency exchange rates. If we become more exposed to currency fluctuations and are not able to successfully hedge against the risks associated with currency fluctuations, our business, operating results and financial condition could be adversely affected.

We rely on our key technical, sales and management personnel to grow our business, and the loss of one or more key employees could harm our business.

Our success and future growth depends to a significant degree on the skills and continued services of our key technical, sales and management personnel. In particular, we are highly dependent on the services of Ken Klein, our Chairman and Chief Executive Officer, and Kieran Harty, our co-founder and Chief Technical Officer, who are critical to the development of our technology, future vision and strategic direction. We rely on our leadership team in the areas of operations, security, marketing, sales, support and general and administrative functions, and on individual contributors on our research and development team. All of our employees are employed by us on an at-will basis, and we could experience difficulty in retaining members of our senior management team or other key personnel. We do not have “key person” life insurance policies that cover any of our officers or other key employees. The loss of the services of any of our key employees could disrupt our operations, delay the development and introduction of our solution and negatively impact our business, operating results and financial condition.

Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.

We believe that a critical contributor to our success has been our company culture, which we believe fosters innovation, creativity, teamwork, passion for customers and focus on execution, as well as facilitating critical

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knowledge transfer and knowledge sharing. As we grow and change, we may find it difficult to maintain these important aspects of our company culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, continue to perform at current levels or execute on our business strategy.

Our ability to hire and retain employees may be negatively impacted by changes in immigration laws, regulations and procedures.

Foreign nationals who are not U.S. citizens or permanent residents constitute an important part of our U.S. workforce, particularly in the areas of engineering and product development. Our ability to hire and retain these workers and their ability to remain and work in the United States are impacted by laws and regulations, as well as by procedures and enforcement practices of various government agencies. Changes in immigration laws, regulations or procedures, including those that may be enacted by the new U.S. presidential administration, may adversely affect our ability to hire or retain such workers, increase our operating expenses and negatively impact our ability to deliver our products and services.

We may further expand through acquisitions of, or investments in, other companies, each of which may divert our management’s attention, resulting in additional dilution to our stockholders and consumption of resources that are necessary to sustain and grow our business.

While we have not consummated any acquisitions to date, we may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, complementary businesses, technologies, services, products and other assets in the future. We also may enter into relationships with other businesses in order to expand our solution, which could involve preferred or exclusive licenses, additional channels of distribution or discount pricing or investments in other companies. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to third-party approvals, such as government regulatory approvals, which are beyond our control. Consequently, we can make no assurance that these transactions, once undertaken and announced, will close.

These kinds of acquisitions or investments may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired business choose not to work for us. We may have difficulty retaining the customers of any acquired business or the acquired technologies or research and development expectations may prove unsuccessful. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for development of our business. Any acquisition or investment could expose us to unknown liabilities. Moreover, we cannot assure you that the anticipated benefits of any acquisition or investment would be realized or that we would not be exposed to unknown liabilities. In connection with these types of transactions, we may issue additional equity securities that would dilute our stockholders, use cash that we may need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur large charges or substantial liabilities, encounter difficulties integrating diverse business cultures and become subject to adverse tax consequences, substantial depreciation or deferred compensation charges. These challenges related to acquisitions or investments could adversely affect our business, operating results and financial condition.

Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also negatively impact our ability to attract and retain customers.

Our business is subject to regulation by various federal, state, local and foreign government agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, federal securities laws and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more

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stringent than in the United States. Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages and civil and criminal penalties or injunctions. If any government 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 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.

In addition, we must comply with laws and regulations relating to the formation, administration and performance of contracts with the public sector, including U.S. federal, state and local government organizations, which affect how we and our channel partners do business with government agencies. Selling our solution to the U.S. government, whether directly or through channel partners, also subjects us to certain regulatory and contractual requirements. Failure to comply with these requirements by either us or our channel partners could subject us to investigations, fines and other penalties, which could have an adverse effect on our business, operating results and financial condition. As an example, the U.S. Department of Justice, or DOJ, and the General Services Administration, or GSA, have in the past pursued claims against and financial settlements with IT vendors under the False Claims Act and other statutes related to pricing and discount practices and compliance with certain provisions of GSA contracts for sales to the federal government. The DOJ and GSA continue to actively pursue such claims. Violations of certain regulatory and contractual requirements could also result in us being suspended or barred from future government contracting. Any of these outcomes could have an adverse effect on our business, operating results and financial condition.

These laws and regulations impose added costs on our business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from our channel partners, penalties, termination of contracts, loss of exclusive rights in our intellectual property, and temporary suspension or permanent debarment from government contracting. Any such damages, penalties, disruptions or limitations in our ability to do business with certain customers could have an adverse effect on our business, operating results and financial condition.

We are subject to government export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

Our solution is subject to U.S. export controls, including the Export Administration Regulations and economic sanctions administered by the Office of Foreign Assets Control, or OFAC, and we incorporate encryption technology into our solution. These encryption products and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception or other appropriate government authorizations, including the filing of an encryption registration.

Furthermore, our activities are subject to the U.S. economic sanctions laws and regulations that prohibit the export, re-export and transfer of certain products and services without the required export authorizations, including to countries, governments and persons targeted by U.S. embargoes or sanctions. Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities even if the export license ultimately may be granted. While we take precautions to prevent our solution from being exported in violation of these laws, including obtaining authorizations for our encryption products and screening exports against U.S. government and international lists of restricted and prohibited persons, we cannot guarantee that the precautions we take will prevent violations of export control and sanctions laws. Violations of U.S. sanctions or export control laws can result in significant fines or penalties, denial of export privileges, and possible incarceration for responsible employees and managers could be imposed for criminal violations of these laws.

We also note that if our channel partners fail to obtain appropriate import, export or re-export licenses or permits, we may also be adversely affected, through reputational harm as well as other negative consequences,

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including government investigations and penalties. No assurance can be given that our channel partners will comply with export requirements.

Also, various countries, in addition to the United States, regulate the import and export of certain encryption and other technology, including through import and export licensing requirements, and have enacted laws that could limit our ability to distribute our solution or could limit our customers’ ability to implement our solution in those countries. Changes in our solution or future changes in export and import regulations may create delays in the introduction of our solution in international markets, prevent our customers with international operations from deploying our solution globally or, in some cases, prevent the export or import of our solution to certain countries, governments, or persons altogether. From time to time, various government agencies have proposed additional regulation of encryption technology. Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could result in decreased use of our solution by, or in our decreased ability to export or sell our solution to, existing or potential customers with international operations. Any decreased use of our solution or limitation on our ability to export or sell our solution would adversely affect our business, operating results and financial condition.

We are subject to government regulation and other legal obligations related to privacy, data protection and information security, and our actual or perceived failure to comply with such obligations could adversely affect our business and operating results. Compliance with such laws could also impair our efforts to maintain and expand our customer base and thereby decrease our revenue.

The United States and other jurisdictions where we offer our solution have laws, regulations and standards governing the protection of information privacy, data protection and information security. Our handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the U.S. Federal Trade Commission, or FTC, and various state, local and foreign bodies and agencies. In addition, agreements with our customers and business partners may contain contractual provisions related to the protection of information privacy, data protection and information security.

The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of personal information of individuals, including customers and employees. In the United States, the FTC and many state attorneys general are applying federal and state consumer protection laws to the online collection, use and dissemination of data. In addition, many foreign countries and government bodies, including in Australia, the European Union, Japan and numerous other jurisdictions in which we operate or conduct our business, have laws and regulations concerning the collection and use of personally identifiable information obtained from their residents or by businesses operating within their jurisdiction. These laws and regulations often are more restrictive than those in the United States. Such laws and regulations may require companies to implement privacy and security policies, permit customers to access, correct and delete personal information stored or maintained by such companies, inform individuals of security breaches that affect their personal information, and, in some cases, obtain individuals’ consent to use personally identifiable information for certain purposes. In addition, a foreign government could require that any personally identifiable information collected in a country not be disseminated outside of that country, and we are not currently equipped to comply with such a requirement. We also may find it necessary or desirable to join industry or other self-regulatory bodies or other information security- or data protection-related organizations that require compliance with their rules pertaining to information security and data protection. We also may be bound by additional, more stringent contractual obligations relating to our collection, use and disclosure of personal, financial and other data.

We also 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 European Union and other jurisdictions, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. In addition, we expect that existing laws, regulations and standards may be interpreted in new

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manners in the future. For example, an October 2015 decision by the Court of Justice for the European Union invalidated the U.S.-EU Safe Harbor Framework, which facilitated personal data transfers to the U.S. in compliance with applicable EU data protection laws. While we did not rely upon the U.S.-EU Safe Harbor Framework for our transfer of EU personal data to the United States, and do not rely upon its replacement framework, the U.S.-EU Privacy Shield, there remains some regulatory uncertainty surrounding the future of data transfers from the European Union to the United States. In addition, European legislators have adopted a general data protection regulation that will, when effective in May 2018, supersede current EU data protection legislation, impose more stringent EU data protection requirements and provide for greater penalties for noncompliance. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could impair our or our customers’ ability to collect, use or disclose information relating to individuals, which could decrease demand for our solution, require us to restrict our business operations, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

Although we are working to comply with those federal, state and foreign laws and regulations, industry standards, contractual obligations and other legal obligations that apply to us, those laws, regulations, standards and obligations are evolving and may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another, other requirements or legal obligations, our practices or the features of our solution. As such, we cannot assure ongoing compliance with all such laws or regulations, industry standards, contractual obligations and other legal obligations. Any failure or perceived failure by us to comply with federal, state or foreign laws or regulations, industry standards, contractual obligations or other legal obligations, or any actual or suspected security incident, whether or not resulting in unauthorized access to, or acquisition, release or transfer of personally identifiable information or other data, may result in government enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity and could cause our customers to lose trust in us, which could have an adverse effect on our reputation and business. Any inability to adequately address privacy and security concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations or other legal obligations could result in additional cost and liability to us, damage our reputation, inhibit sales, and adversely affect our business, operating results and financial condition.

Changes to laws or regulations affecting privacy could impose additional costs and liabilities on us and could limit our use of such information to add value for customers. If we were required to change our business activities or revise or eliminate services, or to implement burdensome compliance measures, our business and operating results could be harmed. In addition, we may be subject to fines, penalties, and potential litigation if we fail to comply with applicable privacy and/or data security laws, regulations, standards and other requirements. The costs of compliance with and other burdens imposed by privacy-related laws, regulations and standards may limit the use and adoption of our product solutions and reduce overall demand.

Furthermore, concerns regarding data privacy may cause our customers’ customers to resist providing the data and information necessary to allow our customers to use our product solutions effectively. Even the perception that the privacy and/or security of personal information is not satisfactorily protected or does not meet applicable legal, regulatory and other requirements could inhibit sales of our products or services, and could limit adoption of our solution.

Failure to comply with anticorruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, and similar laws associated with our activities outside of the United States could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act of 2010 and other anti-bribery and anti-money laundering laws in countries in which we conduct activities. We face significant risks if we fail to comply with the FCPA and other anticorruption laws that prohibit companies and their employees and third-party

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intermediaries from authorizing, offering or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person or securing any advantage. In addition, we use various third parties to sell our solution and conduct our business abroad. We, our channel partners, and our other third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. We continue to implement our FCPA/anti-corruption compliance program and cannot assure you that all of our employees and agents, as well as those companies to which we outsource certain of our business operations, will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any violation of the FCPA, other applicable anticorruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, which could have a material and adverse effect on our reputation, business, operating results and financial condition. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and changes in our effective tax rate or changes in tax laws or their application to the operation of our business could adversely impact our operating results and our business.

We conduct operations in multiple jurisdictions, and we are subject to certain taxes, including income, sales and use, value added and other taxes, in the United States and other jurisdictions in which we do business. A change in the tax laws in the jurisdictions in which we do business, including an increase in tax rates or an adverse change in the treatment of an item of income or expense, possibly with retroactive effect, could result in a material increase in the amount of taxes we incur. Recent changes to U.S. tax laws that limit the ability of taxpayers to claim and utilize foreign tax credits and require the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could affect the tax treatment of our foreign earnings, as well as cash and cash equivalent balances we currently maintain outside of the United States In addition, the Organization for Economic Co-operation and Development has initiated a base erosion and profit shifting project which seeks to establish certain international standards for taxing the worldwide income of multinational companies. As a result of these developments, the tax laws of certain countries in which we and our affiliates do business could change on a prospective or retroactive basis, and any such changes could increase our liabilities for taxes, interest and penalties, and therefore could harm our cash flows, operating results and financial position. Finally, the amount of taxes we pay in different jurisdictions depends on our ability to operate our business in a manner consistent with our corporate structure and transfer pricing arrangements, as well as any future intercompany transactions we may undertake.

We are subject to periodic audits or other reviews by tax authorities in the jurisdictions in which we do business, and these tax authorities may disagree with our interpretations of applicable tax law or our determinations as to the income and expenses attributable to specific jurisdictions or may challenge our methodologies for pricing intercompany transactions. In addition, authorities in jurisdictions in which we do not file tax returns could assert that we are subject to tax in such jurisdiction. In either case, such authorities could impose additional taxes, interest and penalties, claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries. Any such audit, examination or review requires management’s time, diverts internal resources and, in the event of an unfavorable outcome, may result in additional tax liabilities or other adjustments to our historical results.

We do not collect sales and use, value added or similar taxes in all jurisdictions in which we have sales. We have previously filed voluntary disclosure agreements with several U.S. states related to past due sales and use

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taxes. While we believe that we have properly accrued for sales and use taxes in accordance with GAAP, taxing authorities may assert that we owe additional taxes, interest or penalties, which may impact our historical and future results.

Because we conduct operations in multiple jurisdictions, our effective tax rate is influenced by the amounts of income and expense attributed to each jurisdiction. If such amounts were to change so as to increase the amounts of our net income subject to taxation in higher-tax jurisdictions, or if we were to commence operations in jurisdictions assessing relatively higher tax rates, our effective tax rate could be adversely affected. In addition, we may determine that it is advisable from time to time to repatriate earnings from subsidiaries under circumstances that could give rise to imposition of potentially significant tax liabilities, including withholding taxes by the jurisdictions in which such amounts were earned, without our receiving the benefit of any offsetting tax credits, which could also adversely impact our effective tax rate and operating results.

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

As of January 31, 2017, we had $257.9 million of federal and $121.9 million of state net operating loss carryforwards available to reduce future taxable income. These net operating loss carryforwards begin to expire in 2028 for U.S. federal and state income tax purposes. U.S. federal and state income tax laws limit the amount of these carryforwards we can utilize in any given year to offset our taxable income following an “ownership change” (generally defined as a greater than 50% cumulative shift of the stock ownership of certain stockholders over a rolling three-year period), including ownership changes due to the issuance of additional shares of our common stock, or securities convertible into our common stock. Some of our existing carryforwards may be subject to limitations arising from previous ownership changes, and we may experience subsequent ownership changes (including in connection with this offering). Accordingly, there is a risk that our ability to use our existing carryforwards in the future could be limited and that existing carryforwards would be unavailable to offset future income tax liabilities. Furthermore, our ability to utilize the net operating loss carryforwards of companies that we may acquire in the future may be subject to limitations. Limitations imposed on our ability to utilize our net operating loss carryforwards could cause U.S. federal and state income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause such net operating loss carryforwards to expire unused, in each case reducing or eliminating the benefit of such net operating loss carryforwards. Furthermore, we may not be able to generate sufficient taxable income to utilize our net operating loss carryforwards before they expire. Furthermore, our existing net operating loss carryforwards could be limited by legislative or regulatory changes, such as suspensions on the use of net operating carryforwards. If any of these events occur, we may not derive some or all of the expected benefits from our net operating loss carryforwards, which could potentially result in increased future tax liability to us and could adversely affect our business, operating results and financial condition.

Our reported financial results may be adversely affected by changes in accounting principles applicable to us.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, or FASB, the Securities and Exchange Commission, or the SEC, and other bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change. In addition, the SEC has announced a multi-year plan that could ultimately lead to the use of International Financial Reporting Standards by U.S. issuers in their SEC filings. Any such change could have a significant effect on our reported financial results. Additionally, the adoption of new or revised accounting principles may require that we make significant changes to our systems, processes and controls.

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We have incurred indebtedness, which could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to satisfy our future research and development needs, to protect and enforce our intellectual property and to meet other needs.

We have entered into a $20.0 million revolving line of credit with SVB and a $60.0 million credit facility with TriplePoint Capital LLC, or TriplePoint. These facilities are secured by substantially all of our assets and intellectual property rights. As of January 31, 2017, we had $14.0 million of principal indebtedness outstanding under the SVB line of credit and $35.0 million under the TriplePoint credit facility. In February 2017, we borrowed an additional $5.0 million under the SVB line of credit and an additional $15.0 million under the TriplePoint credit facility. These facilities contain various covenants and specify various events of default, including a “cross default” provision that provides that, if there is an event of default that has not been cured or waived within any applicable grace period under one lender’s debt facility, there is an event of default under the other lender’s debt facility, upon which, at each lender’s option, all amounts outstanding under each lender’s applicable facility would become immediately due and payable and further advances under the facility would not be available to us. Our revolving line of credit with SVB expires in May 2018. $35.0 million of borrowings under the TriplePoint credit facility will become due in August 2018. $15.0 million of borrowings will become due in February 2019. In June 2017, we entered into an agreement in principle with TriplePoint to extend the maturity date of $35.0 million of borrowings from August 2018 to February 2019, at which point approximately $30.0 million of borrowings will amortize over the following 18 months, subject to certain conditions. Any required repayment of our existing indebtedness as a result of an event of default would reduce our cash on hand such that we would not have those funds available for use in our business, which could have a material adverse effect on our business, operating results and financial condition.

Regulations related to conflict minerals may cause us to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of our platforms.

As a public company, we will be subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, that will require us to investigate, disclose and report whether the hardware components that house our solution contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in our solution. In addition, we will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the production of our hardware components and, if applicable, potential changes to components, processes or sources of supply as a consequence of such verification activities. It is also possible that we may face reputational harm if we determine that certain of our hardware components contain minerals not determined to be conflict-free or if we are unable to alter our solution, processes or sources of supply to avoid use of such materials.

If we fail to comply with environmental requirements, our business, operating results and reputation could be adversely affected.

We are subject to various environmental laws and regulations including laws governing the hazardous material content of our products and laws relating to the collection of and recycling of electrical and electronic equipment. Examples of these laws and regulations include the EU Restrictions of Hazardous Substances Directive, or RoHS, and the EU Waste Electrical and Electronic Equipment Directive, or WEEE, as well as the implementing legislation of the EU member states. Similar laws and regulations have been passed or are pending in China, South Korea, Norway and Japan and may be enacted in other regions, including in the United States, and we are, or may in the future be, subject to these laws and regulations.

The EU RoHS and the similar laws of other jurisdictions ban the use of certain hazardous materials such as lead, mercury and cadmium in the manufacture of electrical equipment, including our products. Currently, the manufacturer of the hardware components that house our solution and our major component part suppliers

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comply with the EU RoHS requirements. However, if there are changes to this or other laws (or their interpretation) or if new similar laws are passed in other jurisdictions, we may be required to reengineer our products to use components compatible with these regulations. This reengineering and component substitution could result in additional costs to us or disrupt our operations or logistics.

The WEEE Directive requires electronic goods producers to be responsible for the collection, recycling and treatment of such products. Changes in interpretation of the directive or with any similar laws adopted in other jurisdictions may cause us to incur additional costs or have additional regulatory requirements to meet in the future in order to comply.

Our failure to comply with past, present and future similar laws could result in reduced sales of our products, substantial product inventory write-offs, reputational damage, penalties and other sanctions, any of which could harm our business and operating results. We also expect that our products will be affected by new environmental laws and regulations on an ongoing basis. To date, our expenditures for environmental compliance have not had a material impact on our operating results or cash flows, and although we cannot predict the future impact of such laws or regulations, they will likely result in additional costs and may increase penalties associated with violations or require us to change the content of our products or how they are manufactured, which could have an adverse effect on our business, operating results and financial condition.

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

A significant natural disaster, such as an earthquake, fire, flood or significant power outage, could have a material adverse impact on our business and operating results. Our corporate headquarters and the location where our products are manufactured are located in a region known for seismic activity. In addition, natural disasters could affect our supply chain, manufacturing vendors, or logistics providers’ ability to provide materials and perform services such as manufacturing products or assisting with shipments on a timely basis. In the event we or our service providers are hindered by any of the events discussed above, shipments could be delayed, resulting in missed financial targets, such as revenue and shipment targets, for a particular quarter. In addition, acts of terrorism and other geo-political unrest could cause disruptions in our business or the businesses of our supply chain, manufacturer, logistics providers, partners or customers, or the economy as a whole. Any disruption in the business of our supply chain, manufacturer, logistics providers, partners or customers that impacts sales at the end of a fiscal quarter could have a significant adverse impact on our quarterly results. All of the aforementioned risks may be further increased if we do not implement a disaster recovery plan or our suppliers’ disaster recovery plans prove to be inadequate. To the extent that any of the above should result in delays or cancellations of customer orders, or delays in the manufacture, deployment or shipment of our products, our business, operating results and financial condition would be adversely affected.

Risks Related to Our Common Stock

An active trading market for our common stock may never develop or be sustained, which may make it difficult for you to sell your shares at an attractive price, if at all.

There has been no public market for our common stock prior to this offering. The initial public offering price for our common stock will be determined through negotiations between the underwriters and us and may vary from the market price of our common stock following this offering. If you purchase shares of our common stock in this offering, you may not be able to resell those shares at or above the initial public offering price. An active or liquid market in our common stock may not develop upon the closing of this offering or, if it does develop, it may not be sustainable, which could adversely affect your ability to sell your shares and could depress the market price of our common stock.

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Our share price may be volatile, and you may be unable to sell your shares at or above the offering price.

The trading prices of the securities of technology companies, including enterprise cloud companies, have been highly volatile. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

• actual or anticipated fluctuations in our revenue and other operating results;

• announcements by us or our competitors of significant technical innovations, acquisitions, partnerships, joint ventures or capital commitments;

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

• failure of securities analysts to initiate or maintain coverage of us, changes in ratings and financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

• changes in operating performance and stock market valuations of other technology or comparable companies, or those in our industry in particular;

• price and volume fluctuations in the trading of our common stock and in the overall stock market, including as a result of trends in the economy as a whole;

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

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

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business or our industry;

• lawsuits threatened or filed against us;

• future sales of shares of our common stock by us or our stockholders;

• rumors and market speculation involving us or other companies in our industry;

• actual or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally;

• changes in key personnel; and

• other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs and divert resources and the attention of management from our business and adversely affect our business, operating results and financial condition.

Sales of outstanding shares of our common stock into the market in the future could cause the market price of our common stock to drop significantly.

The market price for our common stock could decline as a result of the sale of substantial amounts of our common stock, particularly sales by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available for sale or the perception in the market that holders of a large number of shares intend to sell their shares. Based on shares outstanding as of January 31, 2017, upon completion of this offering, we will have outstanding approximately             million shares of common stock, approximately              million of which are subject to the 180-day contractual lock-up more fully described in “Underwriters.” Morgan Stanley & Co. LLC, on behalf of the underwriters, will have the discretion to permit our officers, directors, employees and stockholders to sell shares prior to the expiration of the lock-up agreements.

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After this offering, holders of an aggregate of             shares of our common stock as of January 31, 2017, will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our other stockholders. Substantially all of these shares are subject to the 180-day contractual lock-up referred to above.

In addition, the shares of common stock subject to outstanding options and RSUs under our equity incentive plans and the shares reserved for future issuance under our equity incentive plans will become eligible for sale in the public market in the future, subject to certain legal and contractual limitations. See “Shares Eligible for Future Sale” for a more detailed description of sales that may occur in the future.

If a substantial number of shares are sold, or if it is perceived that they will be sold, in the public market, before or after the expiration of the 180-day contractual lock-up period, the trading price of our common stock could decline.

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 incur immediate dilution of $         per share, based on an assumed initial public offering price of $         per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and based on our pro forma as adjusted net tangible book value as of January 31, 2017, because the price that you pay will be substantially greater than the pro forma net tangible book value per share of the common stock that you acquire. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of our capital stock. You will experience additional dilution upon exercise of any warrant, upon exercise of options to purchase common stock under our equity incentive plans, if we issue restricted stock to our employees under our equity incentive plans, upon the settlement of any vested RSUs or if we otherwise issue additional shares of our common stock at a price per share below the initial public offering price per share. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”

If securities analysts do not publish research or reports about our business, or if they downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. If no or few securities or industry analysts cover our company, the trading price for our common stock would be negatively impacted. If one or more of the analysts who covers us downgrades our common stock or publishes incorrect or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price or trading volume to decline.

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

We anticipate that our executive officers, directors, current 5% or greater stockholders and affiliated entities will together beneficially own approximately     % of our common stock outstanding after this offering based on shares outstanding as of January 31, 2017. As a result, these stockholders, acting together, will have significant influence over all matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate action might be taken even if other stockholders, including those who purchase shares in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

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We have broad discretion in the use of the net proceeds that we receive in this offering.

We expect to use the net proceeds from this offering for working capital and other general corporate purposes. In addition, we may use a portion of the net proceeds to acquire or invest in complementary businesses or solutions or to obtain the right to use complementary technologies. We have not reserved or allocated specific amounts for these purposes, and we cannot specify with certainty how we will use the net proceeds. Accordingly, management will have considerable discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating results or market value. Until the net proceeds are used, they may be placed in investments that do not produce income or that lose value.

Our future capital needs are uncertain, and we may need to raise additional funds in the future. In the event we require additional funds in the future, those funds may not be available on acceptable terms, or at all.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds to invest in future growth opportunities. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could seriously harm our business and operating results. Moreover, attempting to secure additional financing may divert our management from our day-to-day activities, which may adversely affect our ability to develop new and enhanced solutions. Our existing and any future debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. As a result, our stockholders bear the risk of any future securities offerings by us reducing the market price of our common stock and diluting their interest.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies might make our common stock less attractive to investors, which would in turn decrease the value of our stock.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced financial disclosure obligations, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved. We may take advantage of these provisions for up to five years or such earlier time that we are no longer an “emerging growth company.” We would cease to be an “emerging growth company” upon the earliest to occur of: the last day of the fiscal year in which we have more than $1.0 billion in annual revenue; the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day of the fiscal year ending after the fifth anniversary of our initial public offering. We may choose to take advantage of some but not all of these reduced reporting burdens. If we take advantage of any of these reduced reporting burdens in future filings, the information that we provide our security holders may be different than the information you might get from other public companies in which you hold equity interests. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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In addition, Section 107 of the JOBS Act 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 of 1933, as amended, or 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 would otherwise apply to private companies. However, we have chosen 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.

The requirements of being a public company will subject us to increased costs and may strain our resources and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, and the rules and regulations of the NASDAQ Stock Market. The requirements of these rules and regulations will increase our legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources.

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. We are continuing the costly process of implementing and testing our systems to report our results as a public company, to continue to manage our growth and to implement internal controls. We will be required to implement and maintain various other control and business systems related to our equity, finance, treasury, information technology, other recordkeeping systems and other operations. As a result of this implementation and maintenance, management’s attention may be diverted from other business concerns, which could adversely affect our business. Furthermore, we rely on third-party software and system providers for ensuring our reporting obligations and effective internal controls, and to the extent these third parties fail to provide adequate service including as a result of any inability to scale to handle our growth and the imposition of these increased reporting and internal controls and procedures, we could incur material costs for upgrading or switching systems and our business could be affected.

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.

In addition, we expect these laws, rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain appropriate levels of 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 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

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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 time and resources of our management and adversely affect our business, operating results and financial condition.

As a result of becoming a public company, we will be obligated to further 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 commencing with our annual report covering the fiscal year ending January 31, 2019. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Prior to this offering, we have never been required to test our internal controls within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner. In addition, as a result of our testing of internal controls, we may identify control deficiencies which could result in a material weakness or significant deficiency. For example, in connection with the audit of our financial statements for fiscal 2017, we identified a significant deficiency with respect to our control processes in relation to the approval of non-standard contract terms. In addition, in connection with the audit of our financial statements for fiscal 2016, we identified a significant deficiency related to accounting for the cash flow impact of transferring certain evaluation units from customer evaluation inventory to sales demonstration equipment. Our independent registered public accounting firm will not be required to formally attest to 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 are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, the market price of our stock could decline and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities, which would require additional financial and management resources.

Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations regarding the effectiveness of our internal control over financial reporting. Ineffective disclosure controls and procedures or internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock.

Implementing any appropriate changes to our internal controls may require specific compliance training of our directors, officers and employees, entail substantial costs in order to modify our existing accounting systems, and take a significant period of time to complete. Such changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could impair our ability to operate our business. In the event that we are not able to demonstrate compliance with Section 404 of the Sarbanes-Oxley Act in a timely manner, that our internal controls are perceived as inadequate or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and our stock price could decline.

We do not intend to pay dividends following the completion of this offering.

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. In addition, our loan and security agreements with SVB and TriplePoint prohibit us

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from paying dividends, and future financing or credit agreements that we enter into may contain similar restrictions. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. Consequently, investors may need to sell all or part of their holdings of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. Investors seeking cash dividends should not purchase our common stock.

Anti-takeover provisions in our certificate of incorporation and bylaws as well as provisions of 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.

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

• create a classified board of directors whose members serve staggered three-year terms;

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

• specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of the board, the chief executive officer or the president and that limit the ability of our stockholders to act by written consent;

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

• limit the liability of, and provide indemnification to, our directors;

• provide that our directors may be removed only for cause;

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

• do not provide for cumulative voting for members of our board of directors;

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

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

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

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

Any provision of our amended and restated certificate of incorporation 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 provide that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America will be the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, provides that the Court of Chancery of the State of Delaware is the exclusive forum for:

• any derivative action or proceeding brought on our behalf;

• any action asserting a breach of fiduciary duty;

• any action asserting a claim against us arising under the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws;

• any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws; and

• any action asserting a claim against us that is governed by the internal-affairs doctrine.

Our amended and restated bylaws further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees. If a court were to find either exclusive-forum provision in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:

• our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses including changes in research and development, sales and marketing and general and administrative expenses, and our ability to achieve, and maintain, future profitability;

• our business plan and our ability to effectively manage our growth and associated investments;

• the anticipated benefits associated with the use of our solution;

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

• market acceptance of our enterprise cloud solution;

• adoption of and developments in the technologies that are integral to our value proposition, including virtualized applications and hybrid cloud data centers;

• beliefs and objectives for future operations, including our plans to introduce new products;

• our ability to increase sales of our solutions to our existing customers;

• our ability to attract and retain customers;

• our ability to maintain and expand our customer base and our relationships with our channel partners;

• our ability to timely and effectively scale and adapt our existing solutions;

• anticipated changes in the price of our solution and our pricing model;

• our ability to develop new solutions and bring them to market in a timely manner;

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

• our ability to continue to expand internationally;

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

• consolidation in our industry;

• sufficiency of cash to meet cash needs for at least the next twelve months;

• future changes to the terms of our credit facility with TriplePoint;

• future acquisitions or investments;

• our ability to stay in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

• our compliance with tax laws and the adequacy of our accrual for potential tax liabilities;

• economic and industry trends or trend analysis;

• the attraction and retention of qualified employees and key personnel;

• 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.

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

We discuss many of these risks in this prospectus in greater detail in “Risk Factors.” Also, these forward-looking statements represent our estimates and assumptions only as of the date of this prospectus. Unless required by federal securities laws, we do not intend to update any of these forward-looking statements to reflect circumstances or events that occur after the statements are made. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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MARKET AND INDUSTRY DATA

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 from various sources, including International Data Corporation, or IDC, on assumptions that we have made that are based on those data and other similar sources and on our knowledge of the markets for our solution and services. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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

• IDC Survey Spotlight: Based on the Worldwide CloudView Survey, How Will IT Budgets Change Over Time?, January 2016.

• IDC Special Study: Market Trends in Virtualization Infrastructure and Software 2016 – Market Share and Forecast Report, December 2016.

• IDC FutureScape: Worldwide Cloud 2017 Predictions, November 2016.

• IDC Market Forecast: Worldwide Storage for Virtual x86 Environments Forecast, 2016-2020, September 2016.

• IDC Market Forecast: Worldwide and U.S. Enterprise Storage Systems Forecast Update, 2016-2020, October 2016.

• IDC Market Forecast: Worldwide Disk-Based Data Protection and Recovery Forecast, 2015-2019: Blame the Cloud?, December 2015.

• IDC Market Forecast: Worldwide Cloud Systems Management Software Forecast, 2017-2021, February 2017.

• IDC Market Forecast: Worldwide Storage for Public and Private Cloud Forecast, 2016-2020, December 2016.

• IDC Market Forecast: Worldwide Software Storage Forecast, 2016-2020, June 2016.

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USE OF PROCEEDS

We estimate that the net proceeds we receive from this offering will be approximately $         million based upon the assumed initial public offering price of $         per share, 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. If the underwriters’ exercise their option to purchase additional shares in full, our estimated net proceeds will be approximately $         million after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, the midpoint of the offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $         million, assuming 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. Similarly, each increase or decrease of 1.0 million in the number of shares of our common stock offered by us would increase or decrease, as applicable, the net proceeds that we receive from this offering by approximately $         million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions.

We intend to use the net proceeds from this offering for general corporate purposes, including working capital, sales and marketing activities, engineering initiatives, including enhancement of our solution and investment in technology and development, general and administrative expenses and capital expenditures. We also may use a portion of the net proceeds from this offering to acquire or invest in businesses, products, services or technologies that complement our business, as well as to advance various of the strategic initiatives described in “Business—Our Strategy,” although we have no present commitments to complete any such transactions. Furthermore, we may use a portion of the net proceeds from this offering to repay outstanding indebtedness, including indebtedness under our loan and security agreements with SVB and TriplePoint.

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 ability to pay dividends on our capital stock is subject to restrictions under the terms of our loan and security agreements with SVB and TriplePoint. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding our financial condition.

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CAPITALIZATION

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

• an actual basis;

• a pro forma basis, giving effect to the following events, which will occur immediately prior to the completion of this offering: (i) the automatic conversion of all outstanding shares of our convertible preferred stock into an aggregate of 107,958,277 shares of common stock and the effectiveness of our amended and restated certificate of incorporation; and (ii) the conversion of all warrants to purchase shares of convertible preferred stock into warrants to purchase an aggregate of 724,500 shares of common stock, as if such conversions had occurred immediately prior to the offering, and the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital; and

• a pro forma as adjusted basis, giving effect to the pro forma adjustments and the sale of                 shares of common stock by us in this offering, based on an assumed initial public offering price of $         per share, the midpoint of the price range reflected on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions.

The pro forma as adjusted information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus.

	January 31, 2017
	Actual			Pro Forma			Pro Forma as     Adjusted(1)
				(unaudited)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	48,048		$	48,048		$
Long-term debt, current and non-current	$	48,914		$	48,914		$
Convertible preferred stock, $0.00005 par value; 63,907,437 shares authorized, 63,665,937 issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		257,141			—
Stockholders’ (deficit) equity:
Preferred stock, par value $0.00005; no shares authorized, issued and outstanding, actual; 100,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted		—			—
Common stock, $0.00005 par value; 128,000,000 shares authorized, 21,768,018 shares issued and outstanding, actual; 1,000,000,000 shares authorized, 129,726,295 shares issued and outstanding, pro forma; 1,000,000,000 shares authorized,                 shares issued and outstanding, pro forma as adjusted		1			4
Additional paid-in capital		41,745			299,451
Notes receivables from stockholders		(1,544	)		(1,544	)
Accumulated other comprehensive loss		(466	)		(466	)
Accumulated deficit		(338,717	)		(338,717	)
Total stockholders’ (deficit)		(298,981	)		(41,272	)
Total capitalization	$	7,074		$	7,642		$

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(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $         per share, the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and total capitalization by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase or decrease of 1.0 million in the number of shares of common stock offered by us would increase or decrease, as applicable, cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit), and total capitalization by approximately $         million, assuming the assumed initial public offering price remains the same and after deducting estimated underwriting discounts and commissions.

The number of shares of our common stock to be outstanding after this offering is based on 133,854,232 shares of our common stock outstanding as of January 31, 2017, and excludes:

• 22,679,673 shares of common stock issuable upon the exercise of options outstanding as of January 31, 2017, with a weighted-average exercise price of $2.07 per share;

• 6,497,026 shares of common stock issuable upon the exercise of options granted after January 31, 2017 with a weighted-average exercise price of $2.28 per share;

• 874,500 shares of common stock issuable upon the exercise of warrants outstanding as of January 31, 2017, with a weighted-average exercise price of $2.22 per share;

• 510,900 and 10,000,000 shares of common stock issuable upon the exercise of warrants issued after January 31, 2017 with an exercise price of $2.45 per share and $2.74 per share, respectively;

• 1,716,600 shares of common stock issuable upon the vesting of RSUs outstanding as of January 31, 2017;

• 8,963,572 shares of common stock issuable upon the vesting of RSUs granted or approved after January 31, 2017;

•                 shares of common stock reserved for future issuance under our stock-based compensation plans, consisting of (i) 6,389,882 shares of common stock reserved for future issuance under our 2008 Stock Plan, (ii)                 shares of common stock reserved for future issuance under our 2017 Equity Incentive Plan, which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus is made a part, and (iii)                 shares of common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective on the day of its adoption by our board of directors. In addition, the shares of common stock that are available under our 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan may be increased pursuant to provisions thereof that automatically increase the share reserves under the plans each year, as more fully described in “Executive Compensation—Employee Benefit and Stock Plans.”

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DILUTION

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

As of January 31, 2017, our pro forma net tangible book value was approximately $         million, or $         per share of common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of January 31, 2017, after giving effect to the pro forma adjustments referenced under “Capitalization,” which will occur immediately prior to the completion of this offering.

After giving effect to our sale in this offering of shares of our common stock at an assumed initial public offering price of $         per share, the midpoint of the estimated offering price range reflected on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of January 31, 2017 would have been approximately $         million, or $         per share of our common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $         per share to our existing stockholders and an immediate dilution of $         per share to investors purchasing shares in this offering.

The following table illustrates this per share dilution in net tangible book value to new investors after giving effect to this offering:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of January 31, 2017	$
Increase in pro forma net tangible book value per share attributable to new investors
Pro forma as adjusted net tangible book value per share immediately after this offering
Dilution per share to new investors in this offering		$

A $1.00 increase (decrease) in the assumed initial public offering price of $         per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by $         million, the pro forma as adjusted net tangible book value per share after this offering by $        , and the dilution per share to new investors by $        , assuming 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.

The following table summarizes, on a pro forma as adjusted basis as of January 31, 2017 after giving effect to: (i) the automatic conversion of all outstanding shares of our convertible preferred stock into an aggregate of 107,958,277 shares of common stock and the effectiveness of our amended and restated certificate of incorporation (each of which will occur immediately prior to the completion of this offering); (ii) the conversion of all warrants to purchase shares of convertible preferred stock into warrants to purchase an aggregate of 874,500 shares of common stock, as if such conversions had occurred immediately prior to the completion of this offering, and the resulting reclassification of the convertible preferred stock warrant liability to additional paid-in capital; and (iii) the completion of this offering at the initial public offering price of $         per share, the midpoint of the estimated offering range set forth on the cover page of this prospectus, the difference between

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existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid, before deducting underwriting discounts and commissions and estimated offering expenses payable by us:

	Shares Purchased				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
	(in thousands, except percentages and per share data)
Existing stockholders				%	$			%	$
New public investors
Total			100.0	%	$		100.0	%

To the extent that the outstanding warrants are exercised, any of our outstanding options are exercised or any outstanding RSUs are settled, investors will experience further dilution.

Except as otherwise indicated, the above discussion and tables assumes no exercise by the underwriters of their option to purchase additional shares. If the underwriters exercise their option to purchase additional shares in full, our existing stockholders would own     % and our new investors would own     % of the total number of shares of our common stock outstanding upon the completion of this offering.

The number of shares of our common stock to be outstanding after this offering is based on 133,854,232 shares of our common stock outstanding as of January 31, 2017, and excludes:

• 22,679,673 shares of common stock issuable upon the exercise of options outstanding as of January 31, 2017, with a weighted-average exercise price of $2.07 per share;

• 6,497,026 shares of common stock issuable upon the exercise of options granted after January 31, 2017 with a weighted-average exercise price of $2.28 per share;

• 874,500 shares of common stock issuable upon the exercise of warrants outstanding as of January 31, 2017, with a weighted-average exercise price of $2.22 per share;

• 510,900 and 10,000,000 shares of common stock issuable upon the exercise of warrants issued after January 31, 2017 with an exercise price of $2.45 per share and $2.74 per share, respectively;

• 1,716,600 shares of common stock issuable upon the vesting of RSUs outstanding as of January 31, 2017;

• 8,963,572 shares of common stock issuable upon the vesting of RSUs granted or approved after January 31, 2017;

•                 shares of common stock reserved for future issuance under our stock-based compensation plans, consisting of (i) 6,389,882 shares of common stock reserved for future issuance under our 2008 Stock Plan, which shares will be added to the shares to be reserved under our 2017 Equity Incentive Plan, which will become effective one business day prior to the effectiveness of the registration statement of which this prospectus is made a part, (ii)                 shares of common stock reserved for future issuance under our 2017 Equity Incentive Plan, and (iii)                 shares of common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective on the day of its adoption by our board of directors. In addition, the shares of common stock that are available under our 2017 Equity Incentive Plan and 2017 Employee Stock Purchase Plan may be increased pursuant to provisions thereof that automatically increase the share reserves under the plans each year, as more fully described in “Executive Compensation—Employee Benefit and Stock Plans.”

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial and other data should be read together with our consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The selected consolidated financial and other data in this section is not intended to replace our consolidated financial statements and the related notes. We derived the selected consolidated statements of operations data for fiscal 2015, 2016 and 2017 and the consolidated balance sheet data as of January 31, 2016 and 2017 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

	Fiscal Year Ended January 31,
	2015			2016			2017
	(in thousands, except share and per share data)
Consolidated Statement of Operations Data:
Revenue:
Product	$	41,420		$	68,652		$	97,330
Support and maintenance		8,379			17,360			27,775
Total revenue		49,799			86,012			125,105
Cost of revenue:
Product(1)		17,144			25,138			34,738
Support and maintenance(1)		4,565			7,110			9,437
Total cost of revenue		21,709			32,248			44,175
Gross profit:
Product		24,276			43,514			62,592
Support and maintenance		3,814			10,250			18,338
Total gross profit		28,090			53,764			80,930
Operating expenses:
Research and development(1)		28,155			43,179			53,445
Sales and marketing(1)		55,060			87,993			108,903
General and administrative(1)		13,941			18,773			19,364
Total operating expenses		97,156			149,945			181,712
Loss from operations		(69,066	)		(96,181	)		(100,782	)
Other expense, net:
Interest expense		(279	)		(4,407	)		(5,231	)
Other income (expense), net		(119	)		254			677
Total other expense, net		(398	)		(4,153	)		(4,554	)
Loss before provision for income taxes		(69,464	)		(100,334	)		(105,336	)
Provision for income taxes		222			634			465
Net loss	$	(69,686	)	$	(100,968	)	$	(105,801	)
Net loss per share attributable to common stockholders, basic and diluted(2)	$	(4.22	)	$	(5.36	)	$	(5.12	)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted(2)		16,502,481			18,845,680			20,655,296
Pro forma net loss per share attributable to common stockholders, basic and diluted—unaudited(2)							$	(0.82	)
Pro forma weighted-average shares used in computing pro forma net loss per share attributable to common stockholders, basic and diluted—unaudited(2)								128,613,573

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

	Fiscal Year Ended January 31,
	2015		2016		2017
	(in thousands)
Cost of product revenue	$	82	$	181	$	264
Cost of support and maintenance revenue		92		176		323
Research and development		1,762		2,906		5,227
Sales and marketing		1,658		3,073		4,115
General and administrative		1,600		3,419		3,905
Total stock-based compensation expense	$	5,194	$	9,755	$	13,834

(2) See Note 12 to our audited consolidated financial statements that are included elsewhere in this prospectus for an explanation of the calculations of our basic and diluted net loss per share attributable to common stockholders, and unaudited pro forma net loss per share attributable to common stockholders calculations.

	January 31,
	2015			2016			2017
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	7,639		$	50,716		$	48,048
Working capital		9,128			89,683			27,110
Total assets		65,924			158,157			104,902
Deferred revenue, current and non-current		23,022			41,864			56,445
Long-term debt, current and non-current		6,000			41,906			48,914
Convertible preferred stock		134,371			257,141			257,141
Total stockholders’ deficit		(121,400	)		(209,557	)		(298,981	)

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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 operating results together with the consolidated financial statements and related notes that are included elsewhere in this prospectus. The last day of our fiscal year is January 31. Our fiscal quarters end on April 30, July 31, October 31 and January 31. Fiscal 2018, our current fiscal year, ends on January 31, 2018. This discussion contains forward-looking statements based upon current expectations 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 those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Our mission is to provide large organizations and cloud service providers with an enterprise cloud platform that offers public cloud capabilities inside their own data centers and that can also connect to public cloud services.

Our highly-differentiated and extensible enterprise cloud platform combines cloud management, web services software and a range of all-flash storage systems. Organizations use our platform as a foundation for their own private clouds—to build agile development environments, run mission-critical enterprise applications and connect with public cloud services. We enable users to guarantee the performance of their organizations’ applications, automate common IT tasks to reduce operating expenses, troubleshoot across compute, storage and network, predict their organization’s needs to scale, and provide needed elasticity on demand. Our enterprise cloud platform enables organizations to easily scale to support tens of thousands of virtual machines on a single system across multiple hypervisors and containers and to connect to public cloud environments.

Our solution helps our customers optimize infrastructure by significantly simplifying deployment and operations, which can lead to substantial reductions in capital expenditures and operating expenses. We sell many of our software products separately from our core enterprise cloud solution, enabling our customers to tailor their enterprise cloud infrastructure to their specific needs. Our platform addresses a large variety of use cases, including development operations, disaster recovery and data protection, server virtualization and desktop virtualization. Following our first product launch in March 2011, we continue to be a leader in providing enterprise cloud solutions for virtualized and cloud environments.

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We have experienced rapid revenue growth resulting from the sales of our products and related support and maintenance offerings. Our product revenue is derived from sales of our enterprise cloud platform products, which consists of our VMstore systems, and stand-alone software licenses, and is generally recognized upon shipment. When customers purchase our products, they also purchase support. While purchasing support is not mandatory, substantially all products shipped have been purchased together with a support contract, which includes software patches, bug fixes, updates, upgrades, hardware repair and replacement parts, and technical support. Support and maintenance revenue is recognized over the term of the support contracts. We believe that, to date, substantially all of our customers have either renewed their support and maintenance subscriptions or have purchased new support and maintenance subscriptions together with replacement products. The average length of our support and maintenance contracts is approximately two years.

We sell our products predominantly through the joint sales efforts of our global sales force and channel partners. Our channel partners are further supported by our distributors, who work together on a non-exclusive basis to market our products, identify and close sales opportunities and provide pre-sales and post-sales services to our customers. Our joint sales approach with our channel partners provides us with expanded and efficient reach. Our channel partners typically place orders with us upon receiving an order from a customer and do not stock inventory. Our typical fulfillment time on an order is approximately three days, and consequently we do not have a meaningful backlog at any point in time. We intend to continue to expand our partner relationships to further extend our distribution coverage and to invest in education, training and programs to increase the ability of our channel partners to sell our products independently.

Since our first product launch in March 2011, our customer base has grown to 1,273 customers as of January 31, 2017. Our customers span a diverse set of industry verticals, such as education, financial services and insurance, healthcare, manufacturing and automotive and technology, and include seven of the top 15 Fortune 100 companies and 21 of the Fortune 100 companies as of January 31, 2017. We focus on selling to large organizations and CSPs. No customer represented more than 5% of revenue, and no distributor represented more than 10% of our revenue, in each case for fiscal 2017.

We continue to invest in growing our business. Our headcount increased from 177 as of January 31, 2014 to 527 as of January 31, 2017. We intend to continue to invest in our research and development organization in order to extend our technology leadership, enhance the functionality of our existing VMstores and introduce new products. We also plan to continue to invest and expand our sales and marketing functions and channel programs, including expanding our global network of channel partners and carrying out associated marketing activities in key geographies. In addition, we intend to further expand our international operations. Revenue generated from customers outside of the United States was 30.0% of our total revenue for fiscal 2017, with all our sales contracts denominated in U.S. dollars. As we continue to invest in growth, we expect to continue to incur operating losses and negative cash flows from operations for at least the near future.

We have experienced significant revenue growth, with revenue increasing from $49.8 million in fiscal 2015 to $86.0 million in fiscal 2016 and to $125.1 million in fiscal 2017, representing year-over-year growth of 73% and 45%, respectively, for our two most recent fiscal years. Our net loss was $69.7 million, $101.0 million, and $105.8 million in fiscal 2015, 2016, and 2017 respectively. We have funded our activities primarily through debt and equity financings. As of January 31, 2017, we had an accumulated deficit of approximately $338.7 million.

Our Business Model

We focus on acquiring large organizations and CSPs as customers and maximizing the lifetime value of a customer through a land-and-expand strategy. Our solution is designed to integrate easily into a customer’s existing infrastructure, which facilitates easier and faster adoption. Once our products have been deployed in a given environment, we are generally able to expand our footprint quickly through sales of additional systems and stand-alone software products. We typically provide our prospective customers with a VMstore for test and evaluation purposes. We have experienced strong success rates converting these prospective customers into customers after they receive a trial VMstore.

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We believe our business model supports a financial model that is characterized by the following attributes:

• Strong Revenue Growth. Our revenue has grown from $49.8 million in fiscal 2015 to $86.0 million in fiscal 2016 and to $125.1 million in fiscal 2017, representing year-over-year growth of 73% and 45%, respectively, for our two most recent fiscal years. We believe our strong revenue growth has resulted primarily from:

– Market Adoption of Our Solution. We have invested considerable resources in promoting market awareness of our solution and we believe these efforts have contributed to the adoption of our solution by large organizations and CSPs.

– New Stand-Alone Software Additions. We continue to expand our product suite, and our stand-alone software product portfolio in particular has experienced rapid adoption by customers. Our stand-alone software product attach rate, which is stand-alone software license revenue as a percentage of product revenue, increased from 7.7% in fiscal 2015 to 9.9% in fiscal 2016 to 14.7% in fiscal 2017.

– Increased Sales Coverage and Effectiveness. Our sales teams have become more productive. Our ramped teams, which we define as sales teams who have been in their role for more than 180 days, have increased from 34 as of January 31, 2015 to 52 as of January 31, 2016 to 54 as of January 31, 2017. Our average productivity per ramped team, which we define as bookings per ramped team, increased from $633,000 as of January 31, 2015 to $694,000 as of January 31, 2016 to $839,000 as of January 31, 2017, representing year-over-year increase in productivity of 10% and 21% in our two most recent fiscal years. We define bookings as non-cancellable orders received during the fiscal period. 37% of our ramped teams achieved bookings over $875,000 in the quarter ended January 31, 2017. As our sales coverage and effectiveness has increased, our global customer base has grown rapidly from 573 as of January 31, 2015 to 928 as of January 31, 2016 and to 1,273 as of January 31, 2017, representing year-over-year growth of 62% and 38% for our two most recent fiscal years.

– Increased Transaction Value. As our customer base has grown, we have also experienced an increase in high value transactions. The number of orders valued at greater than $1 million increased from three in fiscal 2015 to five in fiscal 2016 to 13 in fiscal 2017. Our average order size has grown from $111,000 for the year ended January 31, 2015 to $160,000 for the year ended January 31, 2017.

• Expansion Among Existing Customers. Many of our customers purchase from us on a quarterly basis and increase their spend with us over time. For example, our top 25 customers (as measured by their cumulative orders through January 31, 2017) that have been customers for at least twelve months have on average cumulatively ordered more than 19x the amount they ordered from us in their first quarter as a customer. For all customers that have been customers for twelve months or more, this metric is 3x. These metrics are inclusive of amounts contracted for support and maintenance revenue and cumulative order metrics are inclusive of amounts ordered in the applicable customers’ first quarter as customers.

• Gross Margin Expansion. Our gross margin has expanded to 65% in fiscal 2017. We believe this expansion is due to the following factors:

– Component Cost Reduction. The cost of hardware components, such as flash memory and solid-state drives, has generally decreased over time.

– Greater Scale. As we grow, we achieve greater economies of scale. Our revenue growth has exceeded the growth of our fixed and variable costs of revenue. As we continue to grow, we expect to continue to achieve greater economies of scale. We expect this trend to be particularly applicable to the gross margin for our support and maintenance business where revenue volume is driven by new customers and renewals of existing customers, accompanied by generally slower-growing fixed costs and minimal variable costs of revenue.

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– Growing Stand-Alone Software Sales. We sell Tintri Global Center and our portfolio of stand-alone software products separately from Tintri OS. The attach rates for our portfolio of stand-alone software products, such as ReplicateVM, SecureVM and SyncVM, have increased over time.

– Introduction of New Offerings. We continue to introduce new VMstore offerings, which has allowed us to introduce new, higher price points for our products.

– Repeat Purchases from Existing Customers. After their initial purchase, our customers tend to increase their subsequent purchase orders with more systems and higher-margin stand-alone software products.

• Operating Leverage. We have experienced improving operating leverage due to our focus on growing revenue significantly faster than our operating expenses. For fiscal 2016, our revenue grew 73% and our operating expenses grew 54% compared to fiscal 2015. For fiscal 2017, our revenue grew 45% and our operating expenses grew 21% compared to fiscal 2016.

Key Financial and Operational Metrics

	As of or for the Fiscal Year Ended January 31,
	2015			2016			2017
	(dollars in thousands)
Total revenue	$	49,799		$	86,012		$	125,105
Period-over-period percentage increase		92	%		73	%		45	%
Gross margin		56	%		63	%		65	%
Deferred revenue, current and non-current	$	23,022		$	41,864		$	56,445
Net cash used in operating activities	$	(51,098	)	$	(62,109	)	$	(70,366	)
Net cash provided by (used in) investing activities	$	(26,437	)	$	(56,409	)	$	58,334
Net cash provided by (used in) financing activities	$	(958	)	$	161,597		$	9,425
Free cash flow as a percentage of total revenue		(120	)%		(85	)%		(60	)%
Total customers (unaudited)		573			928			1,273

The above key financial and operational metrics:

• help us evaluate our growth and operational efficiencies, measure our performance and identify trends in our sales activity;

• provide a useful measure for period-to-period comparisons of our core business;

• are often used by investors and other parties in understanding and evaluating companies in our industry as a measure of financial performance; and

• are used by management to prepare and approve our annual budget and to develop short-term and long-term operational and compensation plans, as well as to assess the extent of achievement of goals.

Deferred Revenue

Our deferred revenue consists of amounts that have been invoiced but that have not yet been recognized as revenue as of the period end. The majority of our deferred revenue balance consists of support and maintenance revenue that is recognized ratably over the contractual service period. These service periods range from one to five years and, as of January 31, 2017, averaged approximately two years.

Free Cash Flow as a Percentage of Total Revenue

Free cash flow as a percentage of total revenue is a non-GAAP financial measure we calculate by dividing free cash flow by total revenue. We define free cash flow, a non-GAAP financial measure, as cash used in

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operating activities less purchase of property and equipment. We have included free cash flow as a percentage of total revenue in this prospectus because it is a key measure used by our management and board of directors to understand and evaluate our free cash flow in relation to our revenue growth. In addition, we consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the purchases of property and equipment, can be used for investing in our business, making strategic acquisitions and strengthening the balance sheet. A limitation of the utility of free cash flow as a measure of our financial performance and liquidity is that it does not represent the total increase or decrease in our cash balance for the period. In addition, other companies, including companies in our industry, may not use free cash flow, may calculate free cash flow in a different manner than we do, or may use other financial measures to evaluate their performance, all of which could reduce the usefulness of free cash flow as a comparative measure. A reconciliation of free cash flow to cash flow used in operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:

	Fiscal Year Ended January 31,
	2015			2016			2017
	(in thousands, except percentages)
Cash flow used in operating activities	$	(51,098	)	$	(62,109	)	$	(70,366	)
Less: purchase of property and equipment		(8,668	)		(10,914	)		(4,337	)
Free cash flow	$	(59,766	)	$	(73,023	)	$	(74,703	)
Total revenue	$	49,799		$	86,012		$	125,105
Free cash flow as a percentage of total revenue		(120	)%		(85	)%		(60	)%
Net cash provided by (used in) investing activities	$	(26,437	)	$	(56,409	)	$	58,334
Net cash provided by (used in) financing activities	$	(958	)	$	161,597		$	9,425

Total Customers

We define a customer as an end-user that has purchased one or more of our products either from one of our channel partners or from us directly. In situations where there are purchases by multiple subsidiaries or divisions, universities or governmental organizations affiliated with a single entity, each separate buying unit within an enterprise is counted as representing a separate customer. We do not include our channel partners or distributors in our definition of a customer.

Components of Our Operating Results

Revenue

Product Revenue. We generate product revenue from sales of enterprise cloud platform products, which consists of our VMstore systems, and stand-alone software licenses. Provided that all other revenue recognition criteria have been met, we typically recognize revenue for VMstores and perpetual software licenses upon shipment, as title and risk of loss are transferred to our channel partners or customers at that time, and revenue from time-based licenses ratably over their term. Sales of our VMstore systems represented over half of our revenue for fiscal 2017. Revenue from stand-alone software licenses represents an increasingly significant part of our business. Our product revenue may vary from period to period based on, among other things, the timing, size and mix of orders and the impact of significant transactions.

Support and Maintenance Revenue. We generate our support and maintenance revenue from support contracts related to our product sales as well as renewals of support contracts, and, to a small extent, from installation services and training. Substantially all of our product sales include support contracts. The length of these contracts ranges from one to five years, and as of January 31, 2017, averaged approximately two years. We recognize revenue from support contracts over the contractual service period. We also recognize revenue related to installation services and training upon delivery or completion of performance, although this revenue has been,

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and is expected to remain, insignificant. Over time, our revenue from support agreements as a percentage of total revenue may decline as a result of changes in the relative pricing of our products and support. For additional information, please see “Critical Accounting Policies and Estimates—Revenue Recognition.”

Cost of Revenue

Cost of Product Revenue. Cost of product revenue primarily includes costs paid to our third-party contract manufacturer for components, assembly and testing, as well as personnel costs in our operations organization. Personnel costs consist of salaries, benefits, bonuses and stock-based compensation. Our cost of product revenue also includes other inventory related expenses such as inventory write-offs, purchase price variances, standard cost updates, freight and overhead costs. Overhead costs consist of certain facilities, depreciation and IT costs. We expect our cost of product revenue to increase on an absolute basis as our product revenue increases.

Cost of Support and Maintenance Revenue. Cost of support and maintenance revenue primarily includes personnel costs associated with our global customer support organization, overhead costs, operation and administration of our third-party service inventory depots, which are physical warehouse locations that hold service inventory in support of our customer support agreements, and costs to fulfill our service inventory obligations. We expect our cost of support and maintenance revenue to increase on an absolute basis as our installed customer base grows.

Gross Margin

Gross margin is gross profit as a percentage of revenue, and gross profit is revenue less cost of revenue. Gross margin has been and will continue to be affected by a variety of factors, including the average sales price of our products, manufacturing and inventory-related costs, the mix of products sold and the mix of revenue between products and support and maintenance. Our gross margins may fluctuate over time depending on the factors described above. At the beginning of fiscal 2016, we substantially ceased our customer evaluation inventory program and initiated our sales demonstration equipment program. As a result, inventory charges related to customer evaluation inventory, such as write-downs due to excess and obsolete inventory and standard cost changes, began to decrease in fiscal 2016, which has had and may continue to have a positive impact on our gross margin.

Operating Expenses

Research and Development. Research and development expense consists primarily of personnel costs, as well as other direct and overhead costs. We have devoted our product development efforts primarily to enhancing the functionality and expanding the capabilities of our products. To date, we have expensed all research and development costs as incurred. We expect our research and development expense to continue to increase on an absolute basis as we continue to invest heavily in our research and product development efforts to expand the capabilities of our products and introduce new products and features. We expect our research and development expense to decline as a percentage of revenue over time as our revenue grows.

Sales and Marketing. Sales and marketing expense consists primarily of personnel costs. Sales and marketing expense also includes sales commission costs, costs for promotional activities and other marketing costs, travel costs and overhead costs. We expense sales commission costs as incurred. We expect our sales and marketing expense to continue to increase on an absolute basis as we continue to expand our sales and marketing efforts worldwide and expand our relationships with current and future channel partners and customers. We expect our sales and marketing expenses to decline as a percentage of revenue over time as our revenue grows. At the beginning of fiscal 2016, we substantially ceased our customer evaluation inventory program and initiated our sales demonstration equipment program. As a result, we have incurred and expect to continue to incur additional sales and marketing expense related to depreciation of equipment used in this program.

General and Administrative. General and administrative expense consists primarily of personnel costs. The general and administrative function includes our executive, finance, human resources, IT, facilities and legal

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organizations. General and administrative expense also includes outside professional services, which consists primarily of accounting, legal, IT, other consulting costs and overhead costs. We expect our general and administrative expense to continue to increase on an absolute basis to support our growing infrastructure needs and as we assume the reporting requirements and compliance obligations associated with being a public company. We expect our general and administrative expense to decline as a percentage of revenue over time as our revenue grows.

Other Expense, Net

Other expense, net consists of interest expense and other income (expense), net.

Interest expense is associated with interest on our debt obligations, as well as amortization of deferred credit facility fees, debt issuance costs and debt discounts in relation to our credit facility and loan obligation. Other income (expense), net consists primarily of loss on extinguishment of debt, realized gain (loss) on our investment securities, gain (loss) on revaluation of convertible preferred stock warrants and interest income from our cash and cash equivalents.

Provision for Income Taxes

Provision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business, and state income taxes in the United States. We provide a full valuation allowance for U.S. deferred tax assets, which resulted from net operating loss, carryforwards and tax credits related primarily to research and development. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not that the assets will not be realized based on our history of losses.

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Results of Operations

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

	Fiscal Year Ended January 31,
	2015			2016			2017
	(in thousands)
Consolidated Statements of Operations Data:
Revenue:
Product	$	41,420		$	68,652		$	97,330
Support and maintenance		8,379			17,360			27,775
Total revenue		49,799			86,012			125,105
Cost of revenue:
Product(1)		17,144			25,138			34,738
Support and maintenance(1)		4,565			7,110			9,437
Total cost of revenue		21,709			32,248			44,175
Gross profit:
Product		24,276			43,514			62,592
Support and maintenance		3,814			10,250			18,338
Total gross profit		28,090			53,764			80,930
Operating expenses:
Research and development(1)		28,155			43,179			53,445
Sales and marketing(1)		55,060			87,993			108,903
General and administrative(1)		13,941			18,773			19,364
Total operating expenses		97,156			149,945			181,712
Loss from operations		(69,066	)		(96,181	)		(100,782	)
Other expense, net:
Interest expense		(279	)		(4,407	)		(5,231	)
Other income (expense), net		(119	)		254			677
Total other expense, net		(398	)		(4,153	)		(4,554	)
Loss before provision for income taxes		(69,464	)		(100,334	)		(105,336	)
Provision for income taxes		222			634			465
Net loss	$	(69,686	)	$	(100,968	)	$	(105,801	)

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

	Fiscal Year Ended January 31,
	2015		2016		2017
	(in thousands)
Cost of product revenue	$	82	$	181	$	264
Cost of support and maintenance revenue		92		176		323
Research and development		1,762		2,906		5,227
Sales and marketing		1,658		3,073		4,115
General and administrative		1,600		3,419		3,905
Total stock-based compensation expense	$	5,194	$	9,755	$	13,834

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	Fiscal Year Ended January 31,
	2015			2016			2017
Percentage of Revenue Data:
Revenue:
Product		83	%		80	%		78	%
Support and maintenance		17			20			22
Total revenue		100			100			100
Total cost of revenue		44			37			35
Total gross profit		56			63			65
Operating expenses:
Research and development		57			50			43
Sales and marketing		111			102			87
General and administrative		28			22			16
Total operating expenses		196			174			146
Loss from operations		(140	)		(111	)		(81	)
Other expense, net:
Interest expense		(1	)		(5	)		(4	)
Other income (expense), net		—			—			1
Total other expense, net		(1	)		(5	)		(3	)
Loss before provision for income taxes		(141	)		(116	)		(84	)
Provision for income taxes		—			1			1
Net loss		(141	)%		(117	)%		(85	)%

Revenue by Geographic Region

	Fiscal Year Ended January 31,
	2015		2016		2017
	(in thousands)
United States	$	34,862	$	60,300	$	87,519
EMEA		9,907		13,712		18,207
Rest of the World		5,030		12,000		19,379
Total	$	49,799	$	86,012	$	125,105

Comparison of the Fiscal Years Ended January 31, 2016 and 2017

Revenue

	Fiscal Year Ended January 31,				Change
	2016		2017		$		%
	(in thousands, except percentages)
Revenue:
Product	$	68,652	$	97,330	$	28,678		42	%
Support and maintenance		17,360		27,775		10,415		60	%
Total revenue	$	86,012	$	125,105	$	39,093		45	%

Total revenue increased by $39.1 million, or 45%, from $86.0 million fiscal 2016 to $125.1 million in fiscal 2017.

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Product revenue increased by $28.6 million, or 42%, from $68.7 million in fiscal 2016 to $97.3 million in fiscal 2017. The increase in product revenue was primarily driven by higher volume of sales of our products. Our customer count grew from 928 as of January 31, 2016 to 1,273 as of January 31, 2017. We sold 23% more VMstores during fiscal 2016 as compared to fiscal 2017. Our stand-alone software license revenue increased by $7.5 million, or 110%, from $6.8 million in fiscal 2016 to $14.3 million in fiscal 2017.

Support and maintenance revenue increased by $10.4 million, or 60%, from $17.4 million in fiscal 2016 to $27.8 million in fiscal 2017. The increase in support and maintenance revenue was driven primarily by an increase in support contracts sold with increased product sales, as well as continuing recognition of deferred support revenue related to product sales made in prior periods.

Cost of Revenue and Gross Margin

	Fiscal Year Ended January 31,						Change
	2016			2017			$		%
	(in thousands, except percentages)
Cost of revenue:
Product	$	25,138		$	34,738		$	9,600		38	%
Support and maintenance		7,110			9,437			2,327		33	%
Total cost of revenue	$	32,248		$	44,175		$	11,927		37	%
Gross margin		63	%		65	%
Gross margin, product		63	%		64	%
Gross margin, support and maintenance		59	%		66	%

Total cost of revenue increased by $12.0 million, or 37%, from $32.2 million in fiscal 2016 to $44.2 million in fiscal 2017.

Cost of product revenue increased by $9.6 million, or 38%, from $25.1 million in fiscal 2016 to $34.7 million in fiscal 2017. Approximately $8.7 million of the increase in cost of product revenue was driven by higher unit volumes. The increase in cost of product revenue was also partially driven by $0.9 million higher costs in our operations organization, primarily related to a $0.7 million increase in personnel costs driven by an 18% average headcount increase.

Cost of support and maintenance revenue increased by $2.3 million, or 33%, from $7.1 million in fiscal 2016 to $9.4 million in fiscal 2017. The increase in cost of support and maintenance revenue was primarily driven by higher costs in our global customer support organization related to an increase of $1.6 million in personnel costs due to a 22% increase in our average headcount in fiscal 2017 as compared to our average headcount in fiscal 2016, a $0.2 million increase to overhead costs and costs to administer and operate our third-party service inventory depots, and a $0.3 million increase in other costs in support of our customer support agreements. These increases were a result of the increase in our customer base.

Gross margin increased from 63% in fiscal 2016 to 65% in fiscal 2017.

Product gross margin increased from 63% in fiscal 2016 to 64% in fiscal 2017. Improvement in our product gross margin was related to favorable product mix, higher stand-alone software sales, and lower inventory charges due to decreases in writedowns of our customer evaluation inventory. The improvement was partially offset by higher costs in our operations organization as we invested in scaling our operations organization through headcount increases.

Support and maintenance gross margin increased from 59% in fiscal 2016 to 66% in fiscal 2017, as we gained leverage in our customer support organization.

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Operating Expenses

Research and Development

	Fiscal Year Ended January 31,				Change
	2016		2017		$		%
	(in thousands, except percentages)
Research and development	$	43,179	$	53,445	$	10,266		24	%

Research and development expense increased by $10.3 million, or 24%, from $43.2 million in fiscal 2016 to $53.5 million in fiscal 2017. The increase in research and development expense was driven primarily by higher personnel costs of $7.9 million due to a 15% increase in our average headcount for the comparable periods as we hired additional personnel to continue to develop new and enhanced product offerings, and a $1.0 million increase in overhead costs. In addition, prototype expense increased by $1.2 million as we continued to expand our research and development efforts.

Sales and Marketing

	Fiscal Year Ended January 31,				Change
	2016		2017		$		%
	(in thousands, except percentages)
Sales and marketing	$	87,993	$	108,903	$	20,910		24	%

Sales and marketing expense increased by $20.9 million, or 24%, from $88.0 million in fiscal 2016 to $108.9 million in fiscal 2017. The increase in sales and marketing expense was primarily driven by higher personnel costs of $8.5 million due to a 16% average headcount increase. Sales commission and travel expenses increased by $4.8 million due to increased sales, expanded sales and marketing activities, and overhead costs increased by $3.0 million. In addition, as part of our efforts to penetrate and expand in global markets, the cost of our marketing activities, including field events, advertising, tradeshows, brand awareness, demand generation and other expenses, collectively accounted for $3.7 million of the increase.

General and Administrative

	Fiscal Year Ended January 31,				Change
	2016		2017		$		%
	(in thousands, except percentages)
General and administrative	$	18,773	$	19,364	$	591		3	%

General and administrative expense increased by $0.6 million, or 3%, from $18.8 million in fiscal 2016 to $19.4 million in fiscal 2017. The increase in general and administrative expense was primarily due to a $1.8 million increase in personnel costs, driven by a 14% increase in average headcount to support our growing operations and a $0.4 million increase in outside professional services. The increase was offset by a $1.6 million decrease in allocated overhead costs.

Other Expense, Net

	Fiscal Year Ended January 31,						Change
	2016			2017			$			%
	(in thousands, except percentages)
Other expense, net:
Interest expense	$	(4,407	)	$	(5,231	)	$	(824	)		19	%
Other income (expense), net		254			677			423			167	%

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Interest expense increased by $0.8 million, from $4.4 million in fiscal 2016 to $5.2 million in fiscal 2017. The increase in interest expense was primarily due to increased borrowings under our credit facilities during fiscal 2017 as compared to fiscal 2016, partially offset by a decrease in amortization of deferred credit facility fees, debt issuance cost and debt discounts in relation to our loan obligations. Other income (expense), net increased by $0.4 million, from $0.3 million in income in fiscal 2016 to $0.7 million in income in fiscal 2017. The change in other income (expense), net was primarily due to an increase of $0.3 million in investment income together with a $0.1 million gain as a result of favorable changes in foreign exchange rates.

Provision for Income Taxes

	Fiscal Year Ended January 31,				Change
	2016		2017		$			%
	(in thousands, except percentages)
Provision for income taxes	$	634	$	465	$	(169	)		(27	)%

Provision for income taxes decreased by $0.1 million, or 27%, from $0.6 million in fiscal 2016 to $0.5 million in fiscal 2017. The decrease in provision for income taxes was primarily due to higher tax deductions driven by increased stock option exercises in one of our subsidiaries, in addition to lower corporate tax rates for certain of our subsidiaries.

Comparison of the Fiscal Years Ended January 31, 2015 and 2016

Revenue

	Fiscal Year Ended January 31,				Change
	2015		2016		$		%
	(in thousands, except percentages)
Revenue:
Product	$	41,420	$	68,652	$	27,232		66	%
Support and maintenance		8,379		17,360		8,981		107	%
Total revenue	$	49,799	$	86,012	$	36,213		73	%

Total revenue increased by $36.2 million, or 73%, from $49.8 million in fiscal 2015 to $86.0 million in fiscal 2016.

Product revenue increased by $27.2 million, or 66%, from $41.4 million in fiscal 2015 to $68.7 million in fiscal 2016. The increase in product revenue was primarily driven by higher volume of sales of our products. Our number of customers grew from 573 as of January 31, 2015 to 928 as of January 31, 2016. We sold 42% more VMstores during fiscal 2016 as compared to fiscal 2015. Our stand-alone software license revenue increased by $3.6 million, or 114%, from $3.2 million in fiscal 2015 to $6.8 million in fiscal 2016.

Support and maintenance revenue increased by $9.0 million, or 107%, from $8.4 million in fiscal 2015 to $17.4 million in fiscal 2016. The increase in support and maintenance revenue was driven primarily by an increase in support contracts sold with increased product sales, as well as continuing recognition of deferred support revenue related to product sales made in prior periods.

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Cost of Revenue and Gross Margin

	Fiscal Year Ended January 31,						Change
	2015			2016			$		%
	(in thousands, except percentages)
Cost of revenue:
Product	$	17,144		$	25,138		$	7,994		47	%
Support and maintenance		4,565			7,110			2,545		56	%
Total cost of revenue	$	21,709		$	32,248		$	10,539		49	%
Gross margin		56	%		63	%
Gross margin, product		59	%		63	%
Gross margin, support and maintenance		46	%		59	%

Total cost of revenue increased by $10.5 million, or 49%, from $21.7 million in fiscal 2015 to $32.2 million in fiscal 2016.

Cost of product revenue increased by $8.0 million, or 47%, from $17.1 million in fiscal 2015 to $25.1 million in fiscal 2016. Approximately $6.2 million of the increase in cost of product revenue was driven by higher unit volumes. The increase in cost of product revenue was also partially driven by $1.4 million higher costs in our operations organization, primarily related to a $1.0 million increase in personnel costs driven by a 33% headcount increase, as well as increases to overhead costs and other inventory charges and increases related to standard cost changes. At the beginning of fiscal 2016, we substantially replaced our customer evaluation inventory program with a sales demonstration equipment program. As a result, customer evaluation inventory write-downs due to excess and obsolete inventory began to decrease in fiscal 2016.

Cost of support and maintenance revenue increased by $2.5 million, or 56%, from $4.6 million in fiscal 2015 to $7.1 million in fiscal 2016. The increase in cost of support and maintenance revenue was primarily driven by $1.9 million higher costs in our global customer support organization, related to an increase of $1.2 million in personnel costs due to a 47% headcount increase, as well as increases to overhead costs and cost to administer and operate our third-party service inventory depots. The increase in cost of support and maintenance revenue was also driven by a $0.4 million increase in costs related to our third-party service inventory depots. This increase was as a result of an increase in our customer base.

Gross margin increased from 56% in fiscal 2015 to 63% in fiscal 2016.

Product gross margin increased from 59% in fiscal 2015 to 63% in fiscal 2016. Improvement in our product gross margin was related to a favorable product mix and higher stand-alone software sales, and was offset primarily by higher costs in our operations organization and other inventory charges.

Support and maintenance gross margin increased from 46% in fiscal 2015 to 59% in fiscal 2016, as we gained leverage in our customer support organization.

Operating Expenses

Research and Development

	Fiscal Year Ended January 31,				Change
	2015		2016		$		%
	(in thousands, except percentages)
Research and development	$	28,155	$	43,179	$	15,024		53	%

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Research and development expense increased by $15.0 million, or 53%, from $28.2 million in fiscal 2015 to $43.2 million in fiscal 2016. The increase in research and development expense was driven primarily by higher personnel costs of $10.6 million due to a 52% increase in our research and development headcount as we hired additional personnel to continue to develop new and enhanced product offerings, and a $2.5 million increase in overhead costs. In addition, prototype expense increased by $0.8 million as we continued to expand our research and development efforts.

Sales and Marketing

	Fiscal Year Ended January 31,				Change
	2015		2016		$		%
	(in thousands, except percentages)
Sales and marketing	$	55,060	$	87,993	$	32,933		60	%

Sales and marketing expense increased by $32.9 million, or 60%, from $55.1 million in fiscal 2015 to $88.0 million in fiscal 2016. The increase in sales and marketing expense was primarily driven by higher personnel costs of $11.1 million due to a 39% headcount increase. Sales commission and travel expenses increased by $10.0 million due to increased sales, higher sales and marketing activities, and overhead costs increased by $4.7 million, primarily driven by depreciation of equipment in our sales demonstration program that we initiated at the start of fiscal 2016. In addition, as part of our efforts to penetrate and expand in global markets, the cost of our marketing activities, generally including field events, advertising, tradeshows, brand awareness, demand generation and other expenses, collectively accounted for $6.3 million of the increase.

General and Administrative

	Fiscal Year Ended January 31,				Change
	2015		2016		$		%
	(in thousands, except percentages)
General and administrative	$	13,941	$	18,773	$	4,832		35	%

General and administrative expense increased by $4.8 million, or 35%, from $13.9 million in fiscal 2015 to $18.8 million in fiscal 2016. The increase in general and administrative expense was primarily due to a $4.2 million increase in personnel costs, driven primarily by both a 57% increase in headcount to support our growing operations and a $0.6 million increase in stock-based compensation representing a cumulative difference adjustment resulting from our adoption of equity administration software and its approach to applying the estimated forfeiture rate to stock-based compensation. Outside professional fees also increased by $1.7 million. These increases were partially offset by a $1.2 million charge recorded in fiscal 2015, representing our estimate of the cumulative liability related to delinquent state sales taxes as of January 31, 2015, as well as related interest and penalty accruals. There was no such charge in fiscal 2016.

Other Expense, Net

	Fiscal Year Ended January 31,						Change
	2015			2016			$			%
	(in thousands, except percentages)
Other expense, net:
Interest expense	$	(279	)	$	(4,407	)	$	(4,128	)		NM
Other income (expense), net		(119	)		254			373			NM

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Interest expense increased by $4.1 million, from $0.3 million in fiscal 2015 to $4.4 million in fiscal 2016. The increase in interest expense was primarily due to our increased borrowings under our credit facilities during fiscal 2016, as well as amortization of deferred credit facility fees, note issuance costs and debt discounts in relation to our credit facility and loan obligation.

Other income (expense), net changed by $0.4 million, from $0.1 million in expense in fiscal 2015 to $0.3 million in income in fiscal 2016. The change in other income (expense), net was primarily due to an increase of $0.2 million in interest income driven by higher average balances in our cash and cash equivalents, coupled with a $0.4 million loss from debt extinguishment in fiscal 2015, which was partially offset by increases in the fair value of our convertible preferred stock warrant liability in fiscal 2016.

Provision for Income Taxes

	Fiscal Year Ended January 31,				Change
	2015		2016		$		%
	(in thousands, except percentages)
Provision for income taxes	$	222	$	634	$	412		186	%

Provision for income taxes increased by $0.4 million, or 186%, from $0.2 million in fiscal 2015 to $0.6 million in fiscal 2016. The increase in the provision for income taxes was primarily due to an increase in foreign taxes as we continue to expand globally.

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Quarterly Results of Operations

The following table sets forth our unaudited interim consolidated statement of operations data for each of the eight quarters in the period ended January 31, 2017, as well as the percentage that each line item represents of total revenue. The unaudited interim consolidated statement of operations data set forth below have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, that are necessary for the fair presentation of such data. Our historical results are not necessarily indicative of the results that may be expected in the future and the results for any quarter are not necessarily indicative of results to be expected for a full year or any other period. The following quarterly financial data should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus.

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan 31, 2017
	(unaudited)
	(in thousands)
Consolidated Statement of Operations Data:
Revenue:
Product	$	12,307		$	15,878		$	19,705		$	20,762		$	16,677		$	20,768		$	26,871		$	33,014
Support and maintenance		3,261			3,943			4,670			5,486			6,199			6,788			7,046			7,742
Total revenue		15,568			19,821			24,375			26,248			22,876			27,556			33,917			40,756
Cost of revenue:
Product(1)		5,236			6,084			6,483			7,335			5,936			7,160			8,953			12,689
Support and maintenance(1)		1,578			1,615			1,887			2,030			2,072			2,568			2,424			2,373
Total cost of revenue		6,814			7,699			8,370			9,365			8,008			9,728			11,377			15,062
Gross profit:
Product		7,071			9,794			13,222			13,427			10,741			13,608			17,918			20,325
Support and maintenance		1,683			2,328			2,783			3,456			4,127			4,220			4,622			5,369
Total gross profit		8,754			12,122			16,005			16,883			14,868			17,828			22,540			25,694
Operating expenses:
Research and development(1)		9,897			10,248			11,641			11,393			13,659			12,989			13,227			13,570
Sales and marketing(1)		17,181			20,302			24,157			26,353			24,996			24,466			27,862			31,579
General and administrative(1)		4,432			4,453			4,594			5,294			5,675			4,911			3,955			4,823
Total operating expenses		31,510			35,003			40,392			43,040			44,330			42,366			45,044			49,972
Loss from operations		(22,756	)		(22,881	)		(24,387	)		(26,157	)		(29,462	)		(24,538	)		(22,504	)		(24,278	)
Other expense, net:
Interest expense		(725	)		(1,039	)		(1,248	)		(1,395	)		(1,437	)		(1,376	)		(1,231	)		(1,187	)
Other income (expense), net		(45	)		(79	)		(16	)		394			286			395			54			(58	)
Total other expense, net		(770	)		(1,118	)		(1,264	)		(1,001	)		(1,151	)		(981	)		(1,177	)		(1,245	)
Loss before provision for income taxes		(23,526	)		(23,999	)		(25,651	)		(27,158	)		(30,613	)		(25,519	)		(23,681	)		(25,523	)
Provision for income taxes		72			143			134			285			198			153			89			25
Net loss	$	(23,598	)	$	(24,142	)	$	(25,785	)	$	(27,443	)	$	(30,811	)	$	(25,672	)	$	(23,770	)	$	(25,548	)

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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		Jan. 31, 2017
	(unaudited)
	(in thousands)
Cost of product revenue	$	39	$	48	$	46	$	48	$	62	$	67	$	68	$	67
Cost of support and maintenance revenue		37		38		43		58		76		96		71		80
Research and development		585		700		827		794		1,476		1,384		1,230		1,137
Sales and marketing		798		678		712		885		1,223		1,027		959		906
General and administrative		1,103		770		778		768		961		1,069		973		902
Total stock-based compensation expense	$	2,562	$	2,234	$	2,406	$	2,553	$	3,798	$	3,643	$	3,301	$	3,092

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan 31, 2017
	(unaudited)
Percentage of Revenue Data:
Revenue:
Product		79	%		80	%		81	%		79	%		73	%		75	%		79	%		81	%
Support and maintenance		21			20			19			21			27			25			21			19
Total revenue		100			100			100			100			100			100			100			100
Total cost of revenue		44			39			35			36			35			35			34			37
Total gross profit		56			61			65			64			65			65			66			63
Operating expenses:
Research and development		64			52			48			43			60			47			39			33
Sales and marketing		110			102			99			100			109			89			82			77
General and administrative		29			23			19			20			25			18			12			12
Total operating expenses		203			177			166			163			194			154			133			122
Loss from operations		(147	)		(116	)		(101	)		(99	)		(129	)		(89	)		(67	)		(59	)
Other expense, net:
Interest expense		(5	)		(5	)		(5	)		(5	)		(6	)		(5	)		(4	)		(3	)
Other income (expense), net		—			—			—			2			1			1			—			—
Total other expense, net		(5	)		(5	)		(5	)		(3	)		(5	)		(4	)		(4	)		(3	)
Loss before provision for income taxes		(152	)		(121	)		(106	)		(102	)		(134	)		(93	)		(71	)		(62	)
Provision for income taxes		—			1			1			1			1			1			—			—
Net loss		(152	)%		(122	)%		(107	)%		(103	)%		(135	)%		(94	)%		(71	)%		(62	)%

Quarterly Revenue Trends

Our quarterly revenue increased sequentially over the periods presented due to increases in sales of our products and support and maintenance to new and existing customers. Increases in revenue are generally attributable to an increase in the size of our customer base and mix, an increase in the number of our VMstore products and stand-alone software licenses sold and, to a lesser extent, an increase in the average sales price for certain of our products.

In general, our sales are subject to seasonal trends. Our fourth fiscal quarter, ending January 31, typically has the highest revenue in our fiscal year, and our first fiscal quarter, ending April 30, typically has the lowest revenue in our fiscal year. We believe that our year-over-year growth has reduced the impact of these seasonal trends, and that

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seasonal variations in our business may become more pronounced over time. Historical patterns in our business may not be a reliable indicator of our future sales activity or performance.

Quarterly Gross Margin Trends

Our total quarterly gross margins ranged from 56% to 66% during the periods presented. Gross margin has been and will continue to be affected by a variety of factors, including the average sales price of our products, manufacturing and inventory-related costs, the mix of products sold and the mix of product revenue and support and maintenance revenue.

Quarterly Expense Trends

Sales and marketing, research and development and general and administrative expenses generally grew significantly over the quarterly periods presented, primarily due to increases in headcount in connection with the expansion of our business.

Key Financial and Operational Metrics

The following table presents certain key metrics for each of the eight quarters in the period ended January 31, 2017. In addition to our results determined in accordance with GAAP, we believe the following non-GAAP measures are useful in evaluating our operating performance.

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan. 31, 2017
	(unaudited)
Free cash flow as a percentage of total revenue		(125	)%		(104	)%		(68	)%		(62	)%		(88	)%		(79	)%		(58	)%		(32	)%

A reconciliation of free cash flow to cash flow used in operating activities, the most directly comparable financial measure calculated and presented in accordance with GAAP, is provided below:

	Three Months Ended
	Apr. 30, 2015			Jul. 31, 2015			Oct. 31, 2015			Jan. 31, 2016			Apr. 30, 2016			Jul. 31, 2016			Oct. 31, 2016			Jan. 31, 2017
	(unaudited)
	(in thousands, except percentages)
Cash flow used in operating activities	$	(15,385	)	$	(16,608	)	$	(14,064	)	$	(16,052	)	$	(19,696	)	$	(19,816	)	$	(18,692	)	$	(12,162	)
Less: purchase of property and equipment		(4,124	)		(3,941	)		(2,557	)		(292	)		(372	)		(1,959	)		(1,100	)		(906	)
Free cash flow	$	(19,509	)	$	(20,549	)	$	(16,621	)	$	(16,344	)	$	(20,068	)	$	(21,775	)	$	(19,792	)	$	(13,068	)
Total revenue		15,568			19,821			24,375			26,248			22,876			27,556			33,917			40,756
Free cash flow as a percentage of total revenue		(125	)%		(104	)%		(68	)%		(62	)%		(88	)%		(79	)%		(58	)%		(32	)%
Net cash provided by (used in) investing activities		(307	)		9,004			(2,557	)		(62,549	)		23,593			6,463			19,398			8,880
Net cash provided by (used in) financing activities		14,960			147,296			(1,230	)		571			485			7,128			731			1,081

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Liquidity and Capital Resources

As of January 31, 2017, we had cash and cash equivalents of $48.0 million. Our cash and cash equivalents primarily consist of bank deposits and money market funds. We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit of $338.7 million as of January 31, 2017.

We have experienced negative cash flows from operations since inception and expect negative cash flows from operations to continue for the foreseeable future. Net losses incurred during the past three fiscal years ended January 31, 2015, 2016 and 2017 amounted to $69.7 million, $101.0 million and $105.8 million, respectively. Unless and until we are able to generate sufficient revenue from sales of our products and services to generate positive cash flows from operations, we expect such losses to continue. We are also subject to certain financial covenants related to our debt facilities that, if breached, could result in the debt becoming immediately due and payable in the event the lenders choose to declare an event of default. We may not have sufficient liquidity to repay amounts outstanding under our debt facilities should they become immediately due and payable.

Historically, we have funded a significant portion of our operations through the issuance of equity and debt. In fiscal 2016, we raised $124.6 million in gross proceeds related to the sale of convertible preferred stock. Subsequent to January 31, 2017, we also entered into various amendments to our existing debt agreements and entered into a convertible note facility that increased our committed borrowing capacity by $50.0 million. We expect that this additional financing, combined with our plans for continued revenue growth and our existing cash and cash equivalents, will provide sufficient liquidity for us to meet our obligations and debt financial covenants through at least June 2, 2018.

Until we can generate positive cash flows from operations, we expect to continue to finance our operations with additional debt or equity financing and/or work with our lenders to amend certain financial covenants. Our ability to raise additional liquidity is subject to a number of uncertainties, including, but not limited to, the market demand for our common or preferred stock, the market demand for our products and services, negative economic developments, adverse market conditions, significant delays in the launch of new products and lack of market acceptance of new products. If we are not able to raise additional capital or access our debt facilities in sufficient amounts to fund our operations, it would have a material adverse effect on our business, operating results and financial condition.

Cash Flows

The following table summarizes our cash flows for the periods presented:

	Fiscal Year Ended January 31,
	2015			2016			2017
	(in thousands)
Cash used in operating activities	$	(51,098	)	$	(62,109	)	$	(70,366	)
Cash provided by (used in) investing activities		(26,437	)		(56,409	)		58,334
Cash provided by (used in) financing activities		(958	)		161,597			9,425
Foreign exchange impact on cash and cash equivalents		64			(2	)		(61	)
Net increase (decrease) in cash and cash equivalents	$	(78,429	)	$	43,077		$	(2,668	)

Cash Flows Used In Operating Activities

In fiscal 2017, cash used in operating activities was $70.4 million. The primary factors affecting our cash used in operating activities during this period were our net loss of $105.8 million, partially offset by non-cash charges of $13.8 million for stock-based compensation, $9.3 million for depreciation and amortization of our

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property and equipment, $0.8 million for accretion of balloon payment and amortization of debt issuance cost, credit facility fees and discount on debt, and net cash flows of $11.5 million provided by changes in our operating assets and liabilities. The primary driver of the changes in operating assets and liabilities was a $14.6 million increase in deferred revenue. The increase in deferred revenue was due to a greater number of support and maintenance contracts related to the growth in our product sales and increased renewal of existing support and maintenance contracts associated with our larger installed customer base. Changes in our operating assets and liabilities were also significantly affected by a $13.7 million increase in accounts payable and accrued liabilities, offset by a $10.0 million increase in accounts receivable, $3.7 million in prepaid expenses and other assets, and a $3.1 million increase in inventories. The increase in accounts payable and accrued liabilities was primarily attributable to increased activities to support overall business growth. The increase in accounts receivable was primarily due to revenue growth. We expect operating cash flows to continue to be affected by timing of sales and timing of collections. The increase in inventories was primarily attributable to incremental service inventory acquired to support our customer support agreements associated with our larger installed customer base.

In fiscal 2016, cash used in operating activities was $62.1 million. The primary factors affecting our cash used in operating activities during this period were our net loss of $101.0 million, partially offset by non-cash charges of $9.8 million for stock-based compensation, $7.8 million for depreciation and amortization of our property and equipment, $1.6 million for accretion of balloon payment and amortization of debt issuance cost, credit facility fees and discount on debt, and net cash flows of $19.8 million provided by changes in our operating assets and liabilities. The primary driver of the changes in operating assets and liabilities was a $18.8 million increase in deferred revenue. The increase in deferred revenue was due to a greater number of support and maintenance contracts related to the growth in our product sales and increased renewal of existing support and maintenance contracts associated with our larger installed customer base. Changes in our operating assets and liabilities were also significantly affected by a $3.8 million increase in accounts payable and accrued liabilities, and a $1.8 million decrease in inventories, partially offset by a $4.1 million increase in accounts receivable. The increase in accounts payable and accrued liabilities was primarily attributable to increased activities to support overall business growth. The increase in accounts receivable was primarily due to revenue growth. The decrease in inventories was primarily attributable to our transition away from our customer evaluation inventory program.

In fiscal 2015, cash used in operating activities was $51.1 million. The primary factors affecting our cash used in operating activities during this period were our net loss of $69.7 million, partially offset by non-cash charges of $5.2 million for stock-based compensation and $3.5 million for depreciation and amortization of our property and equipment, and net cash flows of $9.8 million provided by changes in our operating assets and liabilities. The primary driver of the changes in operating assets and liabilities was a $13.8 million increase in deferred revenue. The increase in deferred revenue was due to a greater number of support and maintenance contracts related to the growth in our product sales and increased renewal of existing support and maintenance contracts associated with our larger installed customer base. Changes in our operating assets and liabilities were also significantly affected by a $14.4 million increase in accounts payable and accrued liabilities, offset by a $12.6 million increase in accounts receivable, a $2.9 million increase in prepaid expenses and other assets, and a $3.0 million increase in inventories. The increase in accounts payable and accrued liabilities was primarily attributable to increased activities to support overall business growth. The increases in accounts receivable was primarily due to revenue growth. The increase in inventories, prepaid expenses and other assets, accounts payable and accrued liabilities was primarily attributed to increased activities to support overall business growth.

Cash Flows from Investing Activities

In fiscal 2017, net cash provided by investing activities was $58.3 million, which consisted of $76.4 million from maturities of our investments, partially offset by $13.8 million from purchases of investments and $4.3 million of purchases of property and equipment.

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In fiscal 2016, net cash used in investing activities was $56.4 million, which consisted of $70.4 million from purchases of investments and $10.9 million of purchases of property and equipment as we continue to invest in the longer term growth of our business, partially offset by $24.9 million from maturities and sales of our investments.

In fiscal 2015, net cash used in investing activities was $26.4 million, which consisted of $37.0 million used in purchases of investments and $8.7 million used in purchases of property and equipment, partially offset by $19.2 million from maturities and sales of our investments.

Cash Flows from Financing Activities

In fiscal 2017, net cash provided by financing activities was $9.4 million, which consisted primarily of $7.0 million from the draw-down of our revolving line of credit and $2.3 million of proceeds from exercises of stock options.

In fiscal 2016, net cash provided by financing activities was $161.6 million, which consisted primarily of $122.8 million of net proceeds from the sale of our Series F convertible preferred stock, $35.0 million from the draw-down from our credit facility, $7.0 million from the draw-down of our revolving line of credit and $3.1 million of proceeds from exercises of stock options, partially offset by $6.0 million of repayment of our revolving line of credit.

In fiscal 2015, net cash used by financing activities was $1.0 million, which consisted primarily of a $10.9 million repayment of our revolving line of credit and an $8.0 million repayment of our credit facility, partially offset by proceeds of $14.0 million from the draw-down of our revolving line of credit, $3.0 million from the draw-down of our credit facility and $1.1 million of proceeds from exercises of stock options.

Debt Obligations

We have a credit facility with TriplePoint which, as of January 31, 2017, provided up to $35.0 million of available funds. This credit facility is secured by a security interest, junior to the SVB facility described below, on substantially all of our assets, including our intellectual property, and contains certain customary non-financial restrictive covenants. As of January 31, 2017, we had $35.0 million outstanding under this facility, all of which bear interest at 10% per year and will become due in August 2017. In February and March 2017, we entered into amendments to our credit facility with TriplePoint which extended the maturity of the $35.0 million outstanding from August 2017 to August 2018. In February 2017, we also borrowed an additional $15.0 million from TriplePoint, which bears interest at 9% per year and becomes due in February 2019. In June 2017, we entered into an agreement with TriplePoint to extend the maturity date of $35.0 million of borrowings from August 2018 to February 2019, at which point approximately $30.0 million of borrowings will amortize over the following 18 months, subject to certain conditions.

We have a revolving line of credit with SVB, from which an amount based on a percentage of qualifying accounts receivable is available for us to borrow, up to a total of $20.0 million. This facility is secured by a security interest, senior to the TriplePoint facility described above, on substantially all of our assets, including our intellectual property, and contains certain customary financial and non-financial restrictive covenants. This facility is scheduled to expire in May 2018. As of January 31, 2017, we had $14.0 million outstanding under this facility, which bears weighted average interest of 4.42% per year. In February 2017, we borrowed an additional $5.0 million under this revolving line of credit.

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Contractual Obligations and Commitments

The following table summarizes our contractual obligations as of January 31, 2017:

	Payment Due by Period
	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(in thousands)
Operating leases	$	39,340	$	7,121	$	14,146	$	14,089	$	3,984
Capital leases		389		216		173		—		—
Debt obligation*		48,962		—		48,962		—		—
Total	$	88,691	$	7,337	$	63,281	$	14,089	$	3,984

* Subsequent to January 31, 2017, we entered into amendment to our New Facility Agreement with Triplepoint. Under these amendments, we borrowed an additional $15.0 million, which will mature in February 2019. Subsequent to January 31, 2017, we amended our Loan and Security Agreement with SVB, under which we drew down an additional $5.0 million.

We contract with an offshore subsidiary of Flex to manufacture all of our hardware products. Our agreement with Flex does not require us to purchase any minimum volumes of products from Flex, but in the normal course of business we provide rolling nine month forecasts to Flex of our monthly purchase requirements, the first three months of which are purchase commitments that Flex relies upon to procure components used to build finished products. We have commitments to Flex related to inventories on-hand at Flex and non-cancelable purchase orders for our products and related components. We record a charge to cost of product sales for firm, non-cancelable and unconditional purchase commitments with Flex for non-standard components when and if quantities exceed our future demand forecasts. As of January 31, 2016 and 2017, we had $7.2 million and $13.5 million of purchase commitments with Flex, respectively.

Off-Balance Sheet Arrangements

In fiscal years 2015, 2016, and 2017, 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.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates.

Foreign Currency Risk

Our sales contracts are denominated in U.S. dollars, and therefore, substantially all of our revenue is not subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our products to our customers outside of the United States, which could adversely affect our financial condition and operating results. In addition, a portion of our operating expenses is incurred outside the United States, is denominated in foreign currencies such as the Euro, the Pound Sterling, and the Japanese Yen, and is subject to fluctuations due to changes in foreign currency exchange rates. To date, we have not entered into any hedging arrangements with respect to foreign currency risk or other derivative instruments. In the event our foreign sales and expenses increase, our operating results may be more greatly affected by foreign currency exchange rate fluctuations, which can affect our operating income or loss. The effect of a hypothetical 10% change in foreign currency exchanges rates applicable to our business would not have had a material impact on our historical consolidated financial statements. If in the future we become more exposed to currency fluctuations and are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be adversely affected.

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Interest Rate Risk

Our cash and cash equivalents primarily consist of bank deposits and money market funds. The carrying amount of our cash equivalents reasonably approximates fair value, due to the short maturities of these instruments. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to a fluctuation in interest rates, which may affect our interest income and the fair market value of our investments. However, due to the short-term nature of our investment portfolio, we do not believe an immediate 10% increase or decrease in interest rates would have a material effect on the fair market value of our portfolio. We therefore do not expect our operating results or cash flows to be materially affected by a sudden change in market interest rates.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these consolidated financial statements requires our management to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our estimates, assumptions and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our consolidated financial statements, which, in turn, could change the results from those reported. We evaluate our estimates, assumptions and judgments on an ongoing basis.

The critical accounting estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements are described below.

Revenue Recognition

We generate revenue from sales of enterprise cloud platform products and related support and maintenance. We derive revenue primarily from two sources: (i) product revenue, which includes hardware and perpetual software license revenue and (ii) support and maintenance revenue, which includes support, installation services and training. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; the product or service has been delivered; the sales price is fixed or determinable; and collection is reasonably assured.

We define each of the four criteria above as follows:

• Persuasive Evidence of an Arrangement Exists. We use stand-alone purchase orders, signed sales quotations or purchase orders pursuant to the terms and conditions of a master sales agreement to support the evidence of an arrangement with channel partners, distributors and customers.

• Delivery Has Occurred. We use shipping documentation to verify delivery of products. We typically recognize product revenue upon transfer of title and risk of loss, which is primarily upon shipment to channel partners, distributors and customers. Support and maintenance revenue is recognized over time as the services are delivered. We generally do not have significant obligations for future performance, such as rights of return or pricing credits, associated with sales of our products. It is our practice to identify an end-user prior to shipment to a channel partner or distributor.

• The Sales Price Is Fixed or Determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction. If the terms are extended beyond our normal payment terms, we will recognize revenue as the payments become due. Payment from partners is not contingent on partner’s receiving payment from customers.

• Collection Is Reasonably Assured. We assess probability of collection on a customer-by-customer basis. Our channel partners, distributors and customers are subjected to a credit review process that evaluates their financial condition and ability to pay.

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Support and maintenance revenue includes arrangements for software and technical support for our products. While purchasing support and maintenance services is not mandatory, substantially all products shipped have been purchased together with a support contract. Support is offered under renewable, fee based contracts and includes technical support, hardware repair and replacement parts, and software patches, bug fixes, updates, and upgrades. Support and maintenance revenue is initially deferred and recognized ratably over the life of the contract, with the related expenses, including the write down of customer support inventory to its net realizable value, recognized as incurred. Support and maintenance contracts range from one to five years. Unearned support revenue is included in deferred revenue.

Professional service revenue primarily consists of fees we earn related to installation. While installation services are not contractually mandatory, customers occasionally purchase such services. We generally recognize revenue from installation services upon delivery or completion of performance. Installation services are typically short term in nature. To date, revenue arising from installation services has been insignificant.

We report revenue net of sales taxes. Shipping charges billed to customers are included in product revenue and the related shipping and handling costs are included in cost of product revenue.

Our offering consists of hardware products containing software components that function together to provide the essential functionality of the product. Therefore, our hardware products (inclusive of the core software) are considered non-software deliverables and are not subject to industry-specific software revenue recognition guidance.

Our product revenue also includes revenue from the sale of stand-alone software products. Stand-alone software may operate on our hardware product, but is not considered essential to the functionality of the hardware and is subject to the industry-specific software revenue recognition guidance.

Our typical multiple element arrangement includes hardware product (including the essential software) and support. We may also sell stand-alone software as part of our multiple element arrangements. We consider each of these deliverables to be separate units of accounting based on whether the delivered items have stand-alone value. We have determined that each unit of accounting has stand-alone value because they are sold separately by us or, for hardware products, because the customers can resell them to others on a stand-alone basis.

For certain arrangements with multiple deliverables, we allocate the arrangement fee to the non-software element based upon the relative selling price of such element and, if software and software-related elements such as support for the software element are also included in the arrangement, we allocate the arrangement fee to those software and software-related elements as a group. After such allocations are made, the amount of the arrangement fee allocated to the software and software-related elements is accounted for using the residual method. When applying the relative selling price method, we determine the selling price for each element using vendor-specific objective evidence, or VSOE, of selling price, if it exists, or if not, third-party evidence, or TPE, of selling price, if it exists. If neither VSOE nor TPE of selling price exist for an element, we use our best estimated selling price, or BESP, for that element. The revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for that element.

When an arrangement includes stand-alone software products and related support, under the software revenue recognition guidance, we use the residual method to recognize revenue when a product agreement includes one or more elements to be delivered at a future date and VSOE of the fair value of all undelivered elements exists. In the majority of our contracts, the only element that remains undelivered at the time of delivery of the product is support services. Under the residual method, the VSOE of fair value of the undelivered elements is deferred and the remaining portion of the contract fee is recognized upfront as product revenue. If evidence of the VSOE of fair value of the undelivered elements does not exist, all revenue is deferred and recognized at the earlier of (i) delivery of those elements occurs or (ii) when fair value can be established unless support services is the only undelivered element, in which case, the entire arrangement fee is recognized ratably over the contractual period of the support services.

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VSOE of fair value for elements of an arrangement is based upon the normal pricing and discounting practices for those deliverables when sold separately. In determining VSOE, we require that a substantial majority of the selling prices for a deliverable fall within a reasonably narrow pricing range, evidenced by a substantial majority of such historical stand-alone transactions falling within a reasonably narrow range.

We are not able to determine TPE for our products or services. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis.

When we are unable to establish the selling price of our deliverables using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. We determine BESP for the purposes of allocating the arrangement by reviewing market factors including, but not limited to, pricing practices including discounting, the geographies in which we offer our products and services, and the type of customer (i.e., channel or end-user). Additionally, we consider historical transactions, including transactions whereby the deliverable was sold on a stand-alone basis.

Deferred revenue consists of billings or payments received in advance of revenue recognition and primarily relate to support and maintenance. Deferred revenue that will be recognized during the twelve-month period following the balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as noncurrent.

Inventories

Inventories consist primarily of raw materials related to component parts and finished goods. Finished goods include both inventory held for sale, service inventory held at third-party service inventory depots in support of customer support agreements, and customer evaluation inventory.

Inventory values are stated at the lower of cost (on a first in, first out method), or market value. A provision is recorded to adjust inventory to its estimated realizable value when inventory is determined to be in excess of anticipated demand or obsolete. Specifically, service inventory is written down to its net realizable value based upon the estimated loss of utility starting from the date the customer support inventory is placed in the third-party service inventory depots; and customer evaluation inventory is reviewed and reserved for excess and obsolescence.

We use significant judgment in establishing our forecasts of future demand within a specific time horizon and obsolete material exposures. These estimates depend on our assessment of current and expected purchases from our customers, product lifecycle and development plans and current sales levels. If actual market conditions are less favorable than those projected by management, which may be caused by factors within and outside of our control, we may be required to increase our inventory write-downs, which could have an adverse impact on our gross margins and profitability.

Income Taxes

Income tax expense is an estimate of current income taxes payable in the current fiscal year based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carryforwards that we recognize for financial reporting and income tax purposes.

We recognize income taxes under the asset and liability method. We recognize deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and

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tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. We recognize the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses we have generated in the past, we believe that it is more likely than not that the deferred tax assets will not be realized as of January 31, 2017. Accordingly, we have recorded a full valuation allowance on our net deferred tax assets.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves that are considered appropriate, as well as the related net interest and penalties.

We expect to permanently reinvest undistributed earnings in foreign subsidiaries outside of the United States to fund future foreign operations. We project that we will have sufficient cash flow in the United States and will not need to repatriate the foreign earnings to finance our domestic operations. If we were to distribute these earnings to the United States, we would be subject to U.S. income taxes, less any allowable foreign tax credits, and foreign withholding taxes. We have not recorded a deferred tax liability on any portion of our undistributed earnings in foreign subsidiaries. If we were to repatriate these earnings to the United States, any associated income tax liability would be insignificant.

We believe that we have adequately reserved for our uncertain tax positions, although we can provide no assurance that the final tax outcome of these matters will not be materially different. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results. The provision for income taxes includes the effects of any reserves that we believe are appropriate, as well as the related net interest and penalties.

Stock-Based Compensation

Stock Options

Stock-based compensation expense is measured and recognized in the financial statements based on the fair value of the awards granted. The fair value of a stock option is estimated on the grant date using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized, net of estimated and actual forfeitures, over the requisite service period of the awards, which is generally four years.

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, expected term of the option, expected volatility of the price of our common stock, risk-free interest rates, and the expected dividend yield of our common stock. The assumptions used 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. See further discussion in “Common Stock Valuations” below.

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• Expected Term. The expected term of the options is calculated as the midpoint between the average vesting period and the contractual term of the option grants.

• Expected Volatility. Since our common stock is currently not publicly traded, and therefore, no historical data on volatility of our stock is available, the expected volatility is based on an average of the historical volatility of a group of comparable publicly traded companies in similar industries over a period equivalent to the expected term of the options.

• Risk-Free Interest Rate. The risk-free rate that we use is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options.

• Dividends. We have never declared or paid any cash dividends and do not plan to pay cash dividends in the foreseeable future and, therefore, we used an expected dividend yield of zero in the valuation model.

We must also estimate a forfeiture rate to calculate the stock-based compensation expense for our awards. Our forfeiture rate is based on an analysis of our actual forfeitures. 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. A higher revised forfeiture rate than previously estimated will result in an adjustment that will decrease the stock-based compensation expense recognized in the consolidated statement of operations. A lower revised forfeiture rate than previously estimated will result in an adjustment that will increase the stock-based compensation expense recognized in the consolidated statement of operations.

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 the historic optionee exercise and termination behavior and to our common stock value, we may have refinements to our estimates, which could materially impact our future stock-based compensation expense.

We have granted stock awards with a service condition only, which stock-based compensation expense is recognized using straight-line method over the requisite service period of the awards. As of January 31, 2017, we had a total of approximately $24.1 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock awards with a service condition only, which is expected to be recognized over a weighted-average period of 2.4 years.

Restricted Stock Units

Stock-based compensation expense is measured and recognized in the financial statements based on the fair value of our common stock on the date of the grant. Stock-based compensation expense is recognized, net of estimated and actual forfeitures, over the requisite service period of the award, and upon performance conditions being met. As of January 31, 2017, we had a total of approximately $8.8 million of unrecognized stock-based compensation expense, which is expected to be recognized upon vesting and continue through the final vesting date.

Common Stock Valuations

The fair value of our common stock underlying our stock options was determined by our board of directors. The valuations of our common stock were determined 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. In the absence of a public trading market, our board of directors, with input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:

• contemporaneous valuations performed by unrelated third-party valuation firms;

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

• the lack of marketability of our common stock;

• our actual operating and financial performance;

• current business conditions and projections;

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

• our history and the timing of the introduction of new products and services;

• our stage of development;

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

• the illiquidity of stock-based awards involving securities in a private company;

• the market performance of comparable publicly traded companies;

• recent private stock sales transactions; and

• U.S. and global capital market conditions.

In valuing our common stock, the fair value of our business, or Enterprise Value, was determined using a guideline publicly traded company analysis of the market approach. The Enterprise Value determined was then adjusted to remove our debt obligations and add back cash and cash equivalents as of the valuation date to arrive at an equity value. In general, the resulting equity value was then allocated to our common stock using a combination of the option pricing method and a probability weighted expected return method. After the equity value is determined and allocated to the various classes of shares, a discount for lack of marketability, or DLOM, is applied to arrive at the fair value of the common stock. The DLOM reflects the lower value placed on securities that are not freely transferable, as compared to those that trade frequently in an established market. With respect to the valuation report that we received in May 2017, the resulting equity value was allocated to our common stock using a probability weighted expected return method and not the option pricing method, and no DLOM was applied, due to the proximity to this offering, the lower indicated valuation range of our common stock and the relatively large number of shares of common stock issuable upon conversion of our preferred stock in connection with this offering.

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 considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line calculation 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.

Once we are operating as a public company, we will rely on the closing price of our common stock as reported by The NASDAQ Global Select Market on the date of grant to determine the fair value of our common stock.

Based on the assumed initial public offering price per share of $        , the midpoint of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of our outstanding stock awards as of January 31, 2017 was $         million, of which $         million related to vested awards and $         million related to unvested awards.

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Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The standard provides new authoritative guidance addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The standard is effective for us in the first quarter of fiscal year 2019. We are still evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In March 2016, FASB issued ASU No. 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, accounting for forfeitures, and classification of excess tax benefits on the statement of cash flows. The standard is effective for us in the first quarter of fiscal year 2018. Adoption of this standard is not expected to significantly impact our consolidated financial statements.

In February 2016, FASB issued Accounting Standards Update, or ASU, No. 2016-02, Leases. The standard increases transparency and comparability among organizations by requiring companies to recognize leased assets and related liabilities on the balance sheet and disclose key information about leasing arrangements. This standard is effective for us in the first quarter of fiscal year 2020. We are still evaluating the impact the adoption of this standard will have on our consolidated financial statements.

In November 2015, FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The standard requires deferred tax liabilities and assets to be classified as non-current in a classified statement of financial position. ASU 2015-17 was early adopted by us prospectively beginning February 1, 2016 and will immaterially change the classification of our deferred tax assets and liabilities in our consolidated financial statements.

In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from line-of-credit arrangements after adoption of ASU 2015-03. ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We applied the provisions of ASU 2015-15 retrospectively to the capitalized deferred financing costs related to our SVB revolving line of credit. Adoption of this standard did not significantly impact our consolidated financial statements in the current or previous interim and annual reporting periods.

In July 2015, FASB issued ASU No. 2015-11, Simplifying the Subsequent Measurement of Inventory. The standard requires inventory to be measured at the lower of cost and net realizable value but no longer requires entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory within the scope of the amendments. This standard is effective for us beginning in the first quarter of fiscal 2018. Adoption of this standard is not expected to significantly impact our consolidated financial statements.

In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. We adopted the provisions of ASU 2015-03 beginning with the interim period ended April 30, 2016, and have applied the provisions retrospectively. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. Adoption of this standard did not significantly impact our consolidated financial statements in the current or previous interim and annual reporting periods.

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In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. This standard is effective for us for the annual period of fiscal 2017, and for annual periods and interim periods thereafter. Adoption of this standard did not materially impact our consolidated financial statements.

In May 2014, FASB issued ASU, 2014-09, Revenue from Contracts with Customers. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers, to defer the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, but permits entities to adopt the original effective date if they choose. This standard will be applied using either the full or modified retrospective adoption methods. We do not plan to early adopt, and accordingly, we will adopt the new standard in our first quarter of fiscal 2019. We will adopt this new standard using the full retrospective adoption method, and believe impacted areas relate to the deferral of costs to obtain a contract, which are primarily commission expense directly incurred as a result of sales of products and related support, and the allocation of revenue from support and maintenance to products for certain arrangements. The deferral of costs to obtain a contract will result in the related expenses to be recognized at the time of shipment for product revenue and over the estimated period of benefit for support and maintenance revenue.

We have engaged third party service providers to assist in our evaluation and system implementation. 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 the potential impact of the new standard, including the areas described above, we have not yet quantified the impact the new standard may have on our consolidated financial statements.

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BUSINESS

Overview

Our mission is to provide large organizations and cloud service providers with an enterprise cloud platform that offers public cloud capabilities inside their own data centers and that can also connect to public cloud services.

Our highly-differentiated and extensible enterprise cloud platform combines cloud management software, web services and a range of all-flash storage systems. Our enterprise cloud platform not only delivers many of the benefits of public cloud infrastructure, but also gives organizations the control and functionality they need to run both enterprise and cloud-native applications in their own private cloud. Organizations use our platform as a foundation for their own private clouds—to build agile development environments and run mission-critical enterprise applications. We enable users to guarantee the performance of their organization’s applications, automate common IT tasks to reduce operating expenses, troubleshoot across compute, storage and network, predict their organization’s needs to scale and provide needed elasticity on demand. Our enterprise cloud platform enables organizations to easily scale to support tens of thousands of virtual machines on a single system across multiple hypervisors and containers. Our solution helps our customers optimize infrastructure by significantly simplifying deployment and operations, which can lead to substantial reductions in capital expenditures and operating expenses.

Our enterprise cloud platform is based on the Tintri CONNECT web services architecture, which has similar design characteristics as public cloud architecture—using web services that are easy to assemble, integrate, tear down, reconfigure, and connect to other services. Our CONNECT architecture uses a building-block approach that is predicated on our REST APIs and virtual machine, or VM, and container level abstraction. Through a comprehensive set of proprietary software tool kits and plugins, we enable users to develop customized workflows and to automate their operations. Our CONNECT architecture is based on our virtualization-aware file system that allows an organization to view, manage and analyze application performance and quality of service, or QoS. CONNECT integrates with all major virtualization architectures, including those offered by VMware, Microsoft, Citrix, Red Hat and OpenStack, and can connect with public cloud service providers. Our platform addresses a large variety of use cases, including server virtualization, virtual desktop infrastructure, or VDI, disaster recovery and data protection, and development operations, or DevOps.

We were founded in June 2008 and introduced our first products in March 2011. We focus on large private and public sector organizations and cloud service providers, or CSPs. As of January 31, 2017, we had more than 1,250 customers, including seven of the top 15 Fortune 100 companies and 21 of the Fortune 100 companies, which span a diverse set of industry verticals, such as education, financial services and insurance, healthcare, manufacturing and technology. Many of our customers continue to purchase from us on an ongoing basis. We define our customers as the end-users who have purchased one or more of our products. Our top 25 customers (as measured by their cumulative orders through January 31, 2017) that have been our customers for at least twelve months have on average cumulatively ordered more than 19x the amount they ordered from us in their first quarter as a customer. We plan to continue to focus on acquiring customers and maximizing their lifetime value through our demonstrated land-and-expand strategy.

We have experienced significant revenue growth, with revenue increasing from $49.8 million in fiscal 2015 to $86.0 million in fiscal 2016 and to $125.1 million in fiscal 2017, representing year-over-year growth of 73% and 45%, respectively, for our two most recent fiscal years. Our net loss was $69.7 million, $101.0 million and $105.8 million in fiscal 2015, 2016 and 2017, respectively. Our accumulated deficit was approximately $338.7 million as of January 31, 2017.

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Industry Background

A key strategic priority for many organizations is to use new digital technologies to transform their existing businesses, drive new business growth and stay ahead of the competition. At the center of this digital transformation is cloud technology.

Cloud technologies are changing how organizations deploy, manage and support the applications that are critical to running their businesses. Organizations require a broad range of cloud technologies in order to address a diverse set of application requirements. They must support applications on-premise, such as enterprise resource planning, or ERP, software and databases, that tend to have predictable usage patterns with stability, reliability, and safety as key requirements. Additionally, there is pressure to modernize other applications by making them cloud native—built to support new services that can be tested and deployed in days or even minutes instead of weeks, updated daily, and scaled in real time. The growth of these cloud-native applications has prompted more organizations to adopt agile development methods for applications that reside within the enterprise perimeter.

Adoption of Private and Public Cloud Solutions to Address Diverse Application Requirements

The conventional IT model, which has been constrained by siloed, costly and inflexible infrastructure, is giving way to cloud architectures that are designed to serve business applications with increased agility, productivity and cost-efficiency. IDC’s CloudView Survey respondents expect their budget for traditional IT, which includes both in-house and outsourced deployments, to decline approximately 18.8% from 2016 to 2018. Enterprises are seeking to deploy cloud technologies through either public cloud alternatives or using on-premise, or private cloud, options.

Enterprises look to cloud architectures for highly scalable and automated services to be delivered on-demand. Many organizations are starting to sample public cloud alternatives from vendors such as Amazon Web Services or Microsoft Azure to enjoy the benefits of greater functionality and scalability and lower capital expenditures. IDC’s CloudView Survey respondents expect their IT budget for public clouds to grow 29.5% from 2016 to 2018. Many organizations also have realized that while public clouds deliver many benefits, it is not the right solution for all problems. Moving applications to public cloud platforms can result in significant migration cost and effort, requiring applications to be recoded, reconfigured, refactored, and reintegrated. In addition, while public cloud infrastructure is able to scale applications with fluctuating demand, the unexpected cost from unpredictable data growth or the cost of a large scale cloud deployment can quickly get out of control.

Private clouds provide many of the benefits of public clouds, such as resource pooling, rapid scaling, automation and self-service, but with superior security, control and flexibility for the organization’s applications. Private clouds give organizations more control over access and usage of their applications, making private clouds ideal for larger organizations or those organizations with strict data, regulatory and governance obligations. Unlike public-cloud solutions, which are designed primarily to support cloud-native applications, private clouds can satisfy the needs of both enterprise and cloud-native applications. Another unique benefit of private cloud is the ability to more easily customize the compute, storage and networking components to best suit the specific requirements of an organization. Moreover, in recent years businesses have significantly increased their use of virtualization and containers to achieve greater infrastructure cost-efficiencies and scale. IDC estimates that by the end of 2020, virtualized instances would represent over 90% of the instances deployed globally. IDC’s CloudView Survey respondents expect their IT budget for the private cloud to grow 51.5% from 2016 to 2018.

Many companies now utilize a combination of public clouds and private clouds. A recent IDC report predicted that more than 85% of enterprise IT organizations will commit to multicloud architectures encompassing a mix of public cloud services, private clouds and hosted clouds by 2018.

Emergence of Enterprise Cloud

The compelling benefits of private clouds and the desire to have access to public clouds give rise to what is generally referred to as an enterprise cloud, which is a cloud infrastructure deployed in an organization’s own

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data center with connections to public clouds. An enterprise cloud possesses many of the same benefits and capabilities as a public cloud, including autonomous services, automation, self-service, and analytics, with added control, security, and support for enterprise applications that only a private cloud can provide.

The National Institute of Standards and Technology definition lists five essential characteristics of cloud computing—on-demand self-service, broad network access, resource pooling, rapid elasticity or expansion, and measured services, which are the key attributes of the functionality offered by the enterprise cloud.

• On-Demand Self-Service. A consumer of cloud services can automatically provision computing capabilities on an on-demand basis, such as server time and network storage, without requiring IT support.

• Broad Network Access. Capabilities are available over the network and accessed through standard mechanisms that promote use by a wide range of devices, including mobile phones, tablets, laptops, and workstations.

• Resource Pooling. Computing resources are pooled to serve multiple consumers of cloud services using a multi-tenant model, with different physical and virtual resources dynamically assigned and reassigned according to demand.

• Elasticity. Capabilities can be elastically provisioned and released automatically, to scale rapidly outward and inward commensurate with demand. To the consumer of cloud services, the capabilities available for provisioning often appear to be unlimited and can be appropriated in any quantity at any time.

• Measured Service. Cloud systems automatically control and optimize resource use by leveraging a metering capability at the level of abstraction appropriate to the type of service (for example, storage, processing, bandwidth). Resource usage can be monitored, controlled and reported, providing transparency for both the provider and consumer of cloud services.

With the above functionality, an enterprise cloud can deliver many of the benefits of public clouds and can achieve the desired functionality, scalability and efficiency that organizations need. The enterprise clouds should have the following key characteristics:

• Web Services Architecture. An enterprise cloud should be built using building-blocks of interchangeable components that can be easily connected together to create a very large number of useful web services. This design provides a common platform that allows multiple infrastructure components to communicate with each other. Infrastructure systems built this way can be broken down

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into multiple component web services, so that each of these services can be automated, deployed, modified and then redeployed independently without compromising the operation of the infrastructure.

• Comprehensive Suite of APIs. Enterprise cloud should be based on a comprehensive set of modern, web-based APIs, including REST, that provide developers programmatic access to a wide range of web services and third-party ecosystems. APIs provide the “interface” for information exchange between computer programs. While non-web APIs are structured and rigid, requiring strict programming models, modern APIs designed for cloud are open and flexible. These modern APIs, which are easy to assemble, integrate, tear down, reconfigure, and connect to other services, underpin today’s web services.

Through APIs, developers can write scripts to automate routine data management tasks and operations. APIs make it possible for web services to be combined and to communicate with one another effectively. APIs break down a large transaction to create a series of small modules. Each module addresses a particular underlying part of the transaction. This modularity provides developers with a high degree of flexibility. Applications constructed using REST APIs are not located on individual storage devices, and therefore infrastructure components can be easily redeployed if something fails and can be scaled to accommodate load changes. This is fundamental to cloud’s on-demand scalability.

• Right Level of Abstraction. An enterprise cloud should support VM and container level operations, which provides programmability at the level of individual applications. The VM and container level abstraction allows performance isolation at a granular level. This makes it possible to ensure performance of applications without administrative intervention with automatic, policy-based QoS for performance tiers. The right level of abstraction is a prerequisite to the ability to automate many operational and technical procedures and provide self-service.

Limitations of Conventional Data Center Infrastructure

While private clouds can deliver many of the benefits of public clouds, we believe that organizations will have difficulty deploying an enterprise cloud platform built using conventional architectures.

Enterprise and cloud-native applications can have widely disparate storage performance requirements, yet conventional storage does not provide performance guarantees for applications. With conventional storage, IT administrators gain little actionable intelligence and find it difficult to preempt issues, optimize VM performance, run health checks and forecast future scale requirements. While many infrastructure components, including server, network and security, have evolved to support virtualized infrastructure and migration to the cloud, innovation in storage has lagged and lacked granular level operation at the VM and container level. As a result, organizations that have deployed next-generation servers, networking and security infrastructure have found it significantly more time-consuming and complex to manage, diagnose and fix performance issues with their conventional storage. Conventional storage architectures use a unique identifier known as a logical unit number, or LUN, to identify and allocate a subset of available physical storage resources. In virtualized environments with conventional storage architectures, multiple VMs are usually mapped to a single storage LUN which are mapped one-to-one to physical hosts running applications. Without VM-level granularity and automatic, policy-based QoS for performance tiers, conventional storage cannot provide each virtualized application its own input and output, or I/O, lane to consistently optimize individual application performance. The reason that conventional storage cannot provide each virtualized application with its own I/O lane is that it is built on an architecture that does not have the granularity to support the one-to-one mapping of VMs to physical infrastructure.

Conventional storage is built using monolithic and inflexible software architectures, grouping applications into LUNs or volumes where they must compete for resources and creating what is referred to as the “noisy neighbor” problem. Change cycles usually end up being tied to one another. Modifications for new features or services require building and testing the existing software code base. Infrastructure development and support

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built on this model is slow and cumbersome. Conventional storage LUNs also limit visibility into storage and the applications they serve, and instead aggregate and average metrics over hundreds of virtualized applications. In addition, conventional storage has rudimentary software access that is often limited to basic commands which still dominate conventional data center technologies. As a result, conventional storage is a manual process that is costly and complex to manage. Recent hardware-centric storage products utilizing solid-state devices, or flash, have attempted to address the limitations of conventional storage by simply increasing the speed of the components. However, these products do not solve the fundamental mismatch between conventional and cloud architectures.

The industry has also attempted to bridge the gap between conventional and cloud architecture through hyperconverged infrastructure, or HCI, but that too falls short because HCI systems do not satisfy many cloud requirements. While HCI can support certain applications such as VDI and remote office/branch office, it can struggle to support large scale deployment of enterprise applications. We believe enterprise customers require the ability to support tens of thousands of VMs, which HCI solutions struggle to achieve. Additionally, it can be harder to independently scale resources with HCI systems. This can cause serious problems if future usage growth is unpredictable—if an organization runs out of either compute or storage resources, they would be forced to buy both plus the associated network resources, which adds considerable unnecessary expenses. HCI is also better suited to support a specific application on a system instead of a mix of different applications for which administrators need to create, manage and provision different settings either via manual scripts or with configuration management tools, all complex and time consuming tasks that need to be performed by an IT specialist. Because of these limitations, HCI systems do not meet many of the requirements of an enterprise cloud platform.

Requirements of an Enterprise Cloud Platform

An enterprise cloud platform combines cloud management with storage to simplify the management and operation of enterprise or cloud-native applications. We believe the requirements of an enterprise cloud platform are:

• Consistent and Autonomous Quality of Service. Ensures that every enterprise and cloud native application is automatically allocated predetermined levels of storage resources and delivers consistent performance using pre-defined QoS metrics;

• Application Level Insight. Provides actionable, real-time and predictable VM and container level analytics that allow organizations to gain insight into each individual virtualized application’s metrics across storage, network and compute, and troubleshoot underperforming applications;

• Comprehensive Automation Capabilities. Automates the repetitive, routine, and oftentimes error prone steps associated with manually provisioning, configuring, and troubleshooting of ongoing storage management. As an organization scales its infrastructure, automation can help add capacity and performance by automatically optimizing the location of VMs and containers and can ensure desired level of application performance across the infrastructure. The automated workflows significantly reduce the time, cost and manpower associated with ongoing storage management;

• Ease of Deployment and Highly Scalable. Scales easily to 160,000 or more virtual machines to support large virtualized environments, including high-performance enterprise clouds as well as CSPs, all through a single management console that minimizes inefficient and time-consuming manual intervention and simplifies infrastructure scaling;

• Simple Self-service Models. Reduces the need for IT and storage expertise by providing self-service tools and policies that plug into an extensible web services based architecture;

• Private and Public Cloud Integration. Integrates with major virtualization architectures and connects to public clouds; and

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• Software-Based Services with Ability to Mix and Match Services. Next-generation architecture that is suitable for multiple underlying hardware configurations, with stand-alone software features tailored to various virtualized environments and their unique requirements.

Our Solution

Our highly differentiated and extensible enterprise cloud platform combines cloud management software and a range of all-flash storage systems. Organizations use our platform as a foundation for their own private clouds—to build and run agile development environments for cloud-native applications and mission-critical enterprise applications. We enable users to guarantee the performance of their applications, automate common IT tasks to reduce operating expenses, troubleshoot across compute, storage and network, predict an organization’s needs to scale, and provide needed elasticity on-demand. Our enterprise cloud platform enables organizations to easily scale to support tens of thousands of virtual machines on a single system across multiple hypervisors and containers, and to facilitate the migration to public cloud environments. Our solution helps our customers optimize infrastructure by dramatically simplifying deployment and operations, which can lead to significant reductions in capital expenditures and operating expenses.

Our enterprise cloud platform is based on the Tintri CONNECT web services architecture, which is designed to work like public cloud architecture—using web services that are easy to assemble, integrate, tear down, reconfigure, and connect to other services. Our CONNECT architecture uses a building-block approach that is predicated on our REST APIs and VM and container level abstraction. Through a comprehensive set of proprietary software tool kits and plugins, we enable customers to develop customized workflows and to automate their operations. Our platform addresses a large variety of use cases, including server virtualization, or VDI, disaster recovery and data protection and DevOps.

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The key elements of the Tintri CONNECT architecture are:

• Web Services Framework. Most conventional storage does not offer a comprehensive web-services framework. We offer a control pane that supports a set of web services and can connect to existing data center components like compute and network, and that later this year are expected to enable connections to public clouds and other third-party platforms. This approach also allows Tintri to work across multiple hypervisors and beyond hypervisors to containers. Our CONNECT architecture acts as a single, federated and loosely coupled pool of storage resources and intelligently optimizes the location of every application across those pools. This allows organizations to intuitively manage VMs at scale, while providing highly granular control over an entire virtualized environment through a single management console. Our CONNECT architecture is also based on our virtualization-aware file system that allows organization to view, manage and analyze storage performance and quality of service at the application level.

• Comprehensive APIs. Like public cloud services and unlike traditional storage solutions, our solution offers a comprehensive set of APIs, including REST API, PowerShell and Python. APIs are needed to write automation scripts and connect to other elements of infrastructure, and make it possible for web services to be combined and to communicate effectively with other web services.

• Ecosystem Integration. Built-in integration with VMware vCenter and Microsoft Systems Center provides visibility, management and analytics across the entire IT infrastructure, including compute, network and storage. Our solution also supports multiple concurrent hypervisors: VMware vSphere, Microsoft Hyper-V, Citrix XenServer, Red Hat Virtualization and OpenStack. In addition, our solution can be integrated with IBM Cloud Object Storage and Amazon S3.

Tintri’s enterprise cloud platform addresses the requirements of the modern data center, especially in large and complex environments across multiple hypervisors. By creating an architecture fully aligned with virtualized applications, our enterprise cloud solution provides the following benefits to our customers:

• Autonomous Operation—Deliver Consistent Application Performance. Whereas traditional LUN-based storage requires users to manually intervene to manage performance levels, our CONNECT architecture provides automated QoS to help ensure that every application performs as desired. Organizations can set performance minimum and maximum thresholds for individual critical applications to optimize performance, and CSPs can use these capabilities to build and charge for various QoS tiers.

• Analytics—Improve Decisions with Real-time and Predictive Analysis. Our solution allows for deeper visibility into every application, unlike conventional storage that aggregates and averages metrics over hundreds of virtualized applications. With Tintri management software, organizations can see across compute, network and storage and to identify underperforming applications and address the root cause of latency in less time and with less effort. Tintri Analytics uses historical data about application performance to predict an organization’s future needs for capacity and performance for storage and compute. Customers can model “what-if” scenarios to assess the impact of changes before they are implemented. We believe that this degree of accuracy and precision is only possible due to our ability to gather data about individual virtual machines and containers at a granular level.

• Automation—Simplify Development and Management at Scale. Our solution is easy to install, configure and manage. Most installations of our systems take less than 60 minutes and can be deployed entirely by the customer at a greatly reduced cost without our field engineers and support staff. By contrast, conventional storage LUNs generally require specialized storage expertise or third-party software to manage and operate. Our customers automate the provisioning of storage and application of policies, including replication, quality of service, snapshots and more. Our APIs and proprietary toolkits greatly reduce the time and cost of ongoing storage management. As customers’ storage requirements grow, our storage products act as a single, federated and loosely coupled pool of storage capacity, allowing customers to add capacity and performance by automatically optimizing the location

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of every virtual machine and container across their storage infrastructure. Organizations can manage up to 160,000 virtual machines from one central console. We believe some of our customers can reduce the time spent on storage administration by up to 95% compared to the time required to manage a conventional, LUN-based system meeting the same storage requirements.

• Self-service—Remove Dependencies on IT to Accelerate Business. Using our self-service tools, IT generalists in the data center, or non-IT staff members in a business unit, can administer our platform to simplify tasks such as requesting capacity, performance, policies and other actions. For example, it is possible to integrate our solution with Slack and other messaging tools, as well as Amazon Alexa and other automatic speech recognition and natural language understanding engines allowing IT staff to send chat requests to their Tintri enterprise cloud, including requesting capacity, performance, policies and other actions. Each user can be permissioned to ensure the integrity of the infrastructure and our solution makes decisions that optimize the environment.

• Support and Manage Complex Environments Using an Open and Versatile Architecture. Our solution’s open architecture natively supports all major virtualization architectures and can connect with public cloud service providers, making it an ideal solution for complex enterprise and cloud environments. Moreover, our solution is simple to operate, allowing users to optimize the performance of multiple workloads from a diverse set of applications via a single pane of glass.

• Provide Customers with Software-Based Choice. Our software allows organizations to choose the specific features such as replication, encryption, cloning, snapshots and predictive analytics based on relevance to their unique deployments. For example, enterprises implementing a virtual desktop infrastructure will have different needs than customers deploying software testing and development environments. We are thus able to configure software solutions to meet the specific needs of various customers, as opposed to loading our storage solution with numerous unused features built with the typical use case in mind.

We believe that our highly differentiated solution delivers compelling value for virtualized organizations over conventional data center architectures.

Market Opportunity

Our enterprise cloud platform solution and software products address the key enterprise cloud requirements, and deliver them through a mix of on-premises storage hardware, value-added storage software and SaaS-based software services for virtualized environments.

We participate in the global virtualized x86 storage systems market, which according to IDC is expected to grow from $25.7 billion in 2017 to $27.0 billion in 2018, and the virtualized x86 storage software market, which according to IDC is expected to grow from $9.5 billion in 2017 to $10.4 billion in 2018.

To address the global virtualized x86 storage systems and software market opportunity, which according to IDC is expected to be $37.4 billion in 2018, Tintri taps into the following demand drivers:

• Adoption of Virtualization-Centric Storage Systems. Our solution is purpose-built for virtualized server environments that utilize IP-based protocols, which is a subset of the broader storage segment for virtualized server environments. IDC expects the subset of the storage segment for virtualized x86 server environments which are based on IP protocols, which we define as NAS and iSCSI combined, to grow from $7.1 billion in 2017 to $7.4 billion in 2018.

• Move to Flash-Based Storage. The ongoing adoption of virtualized and cloud environments is increasing demand for higher performance storage hardware, such as the flash-based hardware we utilize in our solution. IDC expects the all-flash array storage market to grow from $5.8 billion in 2017 to $6.8 billion in 2018.

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• Use of Primary Storage Platforms for Data Protection and Recovery. Data protection and disaster recovery software for enterprises increasingly leverages primary storage snapshot technology as an important component of data protection, and have also begun using public clouds as back-up storage. IDC forecasts that the market for disk-based data protection and recovery will grow from $15.5 billion in 2017 to $16.1 billion in 2018.

Our enterprise cloud solutions allow us to capture spend from the following markets (some of which may overlap with the above listed storage systems and software market segments), which have an estimated combined spend of $27.2 billion in 2018, according to IDC:

• The spend on storage hardware deployed in private clouds, which is expected to be $7.8 billion;

• The spend on storage software deployed on-premise, which is expected to be $15.5 billion; and

• The spend on cloud systems management software deployed on-premise, which is expected to be $3.9 billion.

Our Competitive Strengths

We believe we have competitive strengths that will enable us to maintain and expand our position in the enterprise cloud market, including:

• Our Solution Is Purpose-Built for Enterprise Cloud. Conventional storage is designed to accommodate both virtualized and physical workloads. As a result, conventional storage architecture continues to be built on LUNs and volumes, outdated technology that serves physical workloads but is poorly suited for virtualized and cloud environment. Our platform, similar to public cloud environments, operates as a set of services that allow our storage solution to integrate and communicate with other infrastructure elements, including public clouds, as building-blocks. Our solutions’ ability to monitor and manage at the individual VM and container level is central to our ability to deliver differentiated value to customers. Since 2008, we have spent over 400 human years to develop solutions purpose-built for enterprise cloud environments. We believe that our competitors would need to materially re-architect their products’ hardware and software to provide similar functionality.

• Our Value Stems from Highly Differentiated Software. For Tintri, hardware is the delivery vehicle for our uniquely designed Tintri CONNECT architecture and value-add software. Tintri CONNECT operates at the individual VM and container level, which unlocks the potential of our software and makes it possible for customers to, for example, guarantee application performance by automatically optimizing system resources; move and protect data, and trouble shoot at VM and container level; predict future performance and capacity growth; and provide VM and container level visibility across the entire infrastructure. We believe we can offer the most differentiated software when it is tightly coupled with Tintri hardware.

• Our Customers Purchase Our Software Products Incrementally. We deliver advanced stand-alone software products that our customers often buy separately or as part of a suite to enhance their deployments. These software products offer advanced storage capabilities, such as data protection, disaster recovery, scale-out, data security, lifecycle management and business analytics, in a simple, easy to deploy method. This results in less time and money being spent on their deployment and operation. Our customers may buy these products incrementally or as part of a suite on an as-needed basis and configure their solutions to their specific enterprise environment requirements. We believe that by offering our customers this flexibility, we provide them with differentiated value, thereby enabling us to drive incremental product sales.

• We Offer Our Customers the Ability to Balance Private Cloud and Public Cloud Deployments. We enable organizations to achieve the right mix of private and public cloud deployments to meet their objectives. These organizations value the promised functionality of public clouds, but not all workloads are suited for public clouds—many enterprise and even cloud native applications will benefit from

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more predictable costs and performance when run from an enterprise data center or cloud service provider. Our architecture offers the benefits of public clouds to those workloads that best reside in the enterprise data center. Moreover, our REST API-based architecture ensures storage works as a building-block that can integrate and communicate with other infrastructure elements. Later this year, we plan to offer connector software that is designed to connect the private cloud with public clouds. Competitive alternatives do not offer comprehensive APIs that enable full automation, serve as a building-block, or simplify connections to public clouds. In this way, Tintri also helps bridge an organization’s investment in its data center and private cloud, delivering benefits of public cloud storage solutions.

• We Successfully Sell Enterprise Cloud to Large Organizations and CSPs. We sell to a growing list of large organizations and CSP customers. Our continued focus on these types of customers allows us to deliver solutions that simplify these customers’ enterprise cloud deployment to support both cloud native and enterprise applications while significantly reducing their capital expenditure and operating expenses compared to both public cloud and conventional storage solutions. Our value proposition to these customers is particularly compelling given that these organizations have large data centers with complex requirements and can benefit the most from self-service, automated workflows, predictive analytics and guaranteed application performance through autonomous operation. Our enterprise cloud is also connected to public clouds in addition to its deep integration with a diverse set of third party ecosystems.

• Our Partners Offer Value-Added Solutions and Services. Our partners help bring value to our platform by offering differentiated solutions and services that are tightly integrated with our architecture and software solutions. For example, partners leverage our platform to build cloud services, delivering our value proposition to DevOps and lines of business that typically engage less with infrastructure buying decisions. Our partners also use our APIs to offer customers differentiated automation and orchestration services. This allows us to position our partners as strategic advisors for our customers.

Our Growth Strategy

We intend to extend our position as a leader in providing enterprise cloud solutions to large organizations and CSPs. Key elements of our growth strategy include:

• Extend Our Differentiation in Enterprise Cloud through Continued Software Innovation. We provide large organizations and CSPs with an enterprise cloud platform that offers public cloud functionality inside their own data centers. We plan to continue to invest in enhancing our CONNECT architecture and our enterprise cloud platform, and extending our portfolio of software products. Furthermore, we intend to make it even easier to integrate our products with the ecosystem of private and public cloud technologies. Finally, we intend to continue to offer our solution with logical bundles of software and hardware for specific use cases, thereby driving cross-selling and attach rates.

• Pursue Additional Large Organizations and CSPs. Our solution has been deployed by large organizations, including seven of the top 15 Fortune 100 companies and 21 of the Fortune 100 companies as of January 31, 2017. In fiscal 2017, approximately 57% of our revenue was derived from sales to enterprise customers, which we define as federal agencies and organizations with more than 1,000 employees, approximately 14% of our revenue was derived from sales to our CSP customers and approximately 30% of our revenue was derived from sales to our other customers. We intend to continue our sales efforts to further penetrate the Global 2000 enterprises and CSPs with the most demanding workloads and complex cloud requirements. We intend to continue to use our differentiated value proposition to sell to senior decision makers responsible for cloud strategy.

• Leverage Line-of-Business Buyers to Accelerate Adoption. Many line-of-business buyers have their own IT budgets and are driven to adopt new technologies quickly in order to accelerate time to market

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and achieve greater business agility. We have had success in selling our enterprise cloud platform to buyers in line-of-business roles, including those involved in DevOps, test and development, quality assurance, and application development. We intend to continue to focus on selling to line of business buyers and leverage those relationships to sell more broadly within their organizations.

• Increase Sales to Installed Base. We intend to continue expanding our footprint with our existing customers by supporting additional use cases and selling additional software products. Tintri Analytics enables customers to project when they will need to procure additional storage and compute for capacity and performance. On average as of January 31, 2017, customers who have been our customers for at least twelve months have spent over the course of their relationship with us 3x the amount they ordered from us in their first quarter as a customer. Business from our existing customer base has grown from 48% of our revenue in the year ended January 31, 2015 to 65% of our revenue in the year ended January 31, 2017. As of January 31, 2017, more than 35% of our customers subscribed for Tintri Analytics. We also intend to highlight additional uses for our solution, including Data Protection and Disaster Recovery, to expand our total addressable market.

• Expand Sales and Marketing Presence in New and Existing Markets. We intend to add customers in new geographies. In particular, we plan to sell in new and existing markets and that we expect will be interested in our enterprise cloud value proposition, including territories in the Middle East, Asia and Europe. In addition to expanding our sales function and our global network of channel partners, we intend to carry out associated marketing activities in key geographies.

• Support Value-Add Channel Partners. As of January 31, 2017, Tintri had 283 global channel partners and we intend to continue to add to our channel partner network in order to reach additional prospective customers. We expect to focus our efforts on supporting those partners offering cloud services, including infrastructure “stacks” that include our solutions. We believe that close collaboration on automation, orchestration and other services can be leveraged to grow awareness of our offerings and impact in customer organizations.

• Expand and Deepen Technology Partnerships and Integrations. We intend to expand and deepen our relationships with leading technology companies. We expect to continue to work closely with our partners to achieve certifications and integrations that make it easier for customers to deploy our solutions in their IT infrastructures and in concert with public clouds. We intend to seek additional partnerships that will allow us to address new customer use cases and deployments.

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Our Products and Technologies

Tintri Enterprise Cloud Platform

The Tintri enterprise cloud platform consists of our proprietary Tintri CONNECT architecture, Tintri software and Tintri storage systems. Combined with a customers’ choice of server, network hardware and virtualization or cloud infrastructure software, we provide organizations the benefits of public clouds within their own data center.

Tintri CONNECT Architecture

Tintri CONNECT is a proprietary software architecture purpose-built for virtualized and cloud applications. The Tintri CONNECT architecture powers our complete range of Tintri systems and is the platform on which we offer a diverse set of Tintri software solutions. Specifically, Tintri CONNECT architecture is based on web services and uses the virtual machine or the container as the basis for all storage services down to the lowest levels of the hardware. This allows for all storage actions and analytics to operate at the VM and container level, including QoS, replication, cloning, snapshots and other key policies. Each Tintri array appears as a single pool of storage called a datastore, rather than as a collection of LUNs and volumes. Even our largest capacity array appears as a single large datastore to virtualization and cloud management tools, and can support multiple concurrent virtualization or cloud environments without partitioning. Through tight integration between Tintri CONNECT and third party virtualization and cloud management systems, Tintri CONNECT is able to eliminate many of the storage objects used by conventional storage providers to interact with virtualized environments, such as disk constructs, volume sizes, redundant array of independent disks and other storage mechanics. Tintri CONNECT, through its VM and container level visibility, can greatly simplify the interaction between the virtualized infrastructure, the applications running on that infrastructure, and the underlying storage serving that infrastructure.

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Tintri CONNECT also incorporates a number of data protection and high availability features, including protection against double-drive failures, failed drive rebuild even under data read-error scenarios and real-time error correction. Tintri CONNECT employs advanced data deduplication and compression to its all-flash capacity to maximize space savings and performance, as well as technologies that ensure long service life to its flash drives. Certain models of our all-flash systems enable the user to install an expansion kit to double their flash capacity with a single click.

Other features of the Tintri CONNECT architecture include:

• Performance. Tintri CONNECT assigns each application its own I/O lane using patented algorithms to isolate each application and eliminate the competition for resources. Customers can also set minimum and maximum thresholds to define specific QoS levels either on a per-application basis or on a managed policy basis

• Analytics. Tintri CONNECT provides detailed real-time analytics on every application, including latency, throughput and input/output operations per second, or IOPS, across compute, network and storage, for a complete view of application performance.

• Automation. Like public cloud services and unlike traditional storage solutions, our solution is built using REST APIs. REST APIs are needed to write automation scripts and connect to other elements of infrastructure, and make it possible for web services to be combined and to communicate with other services effectively.

• Management. Our CONNECT architecture acts as a single, federated and loosely coupled pool of storage resources. Our customers can now grow from 17 terabytes up to 10 petabytes and 160,000 virtual machines without additional IT staff.

• Ecosystem Integration. Tintri CONNECT enables customers to run multiple hypervisors, including those offered by Microsoft, Citrix, Microsoft, Red Hat, VMware, and cloud solutions such as OpenStack and containers, concurrently on a single storage system without partitioning their storage. Tintri CONNECT supports containers that run within virtual machines, or through our support for vSphere Integrated Container, or VIC.

Tintri Software

Tintri software leverages the level of abstraction provided by the Tintri CONNECT architecture to provide additional, differentiated functionality. Individual Tintri software includes:

Tintri OS

Tintri OS, through its VM-level visibility capabilities, can greatly simplify the interaction between the virtualized infrastructure and the VM running on top of it, and the underlying storage serving that infrastructure. Rather than aggregating virtualized applications with various QoS requirements into a shared LUN, Tintri OS can assign each application its own I/O lane using patented algorithms and eliminate the competition between virtualized applications for resources. A storage administrator can also set minimum and maximum thresholds at the virtualized-application level to define specific QoS levels. Tintri OS incorporates a number of data protection and high availability features, including protection against double-drive failures, failed drive rebuild even under data read-error scenarios and real-time error correction.

Tintri Global Center

Tintri Global Center is an intelligent data and system management product that assists administrators in policing their infrastructure, simplifying capacity planning, visualizing resource utilization, reducing bottlenecks in the IT network outside of the storage system, and simplifying policy management and enforcement. Customers can collect, display and act on real-time analytics across up to 160,000 virtual machines over multiple data center locations.

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VM Scale-out

Tintri Global Center Advanced product adds our VM Scale-out software which creates resource pools of Tintri storage systems and intelligently optimizes the location of every application across those pools. The software uses machine learning that factors in the cost of moving applications and their performance requirements in optimizing the Tintri footprint.

Tintri Analytics: Predictive Analytics

In addition to our real-time and historical analytics capabilities, which are integrated into the Tintri CONNECT architecture and available to all customers on-premises, we also offer predictive analytics that uses in-memory big data technologies, such as ElasticSearch, to help customers model their current and future storage requirements.

ReplicateVM: Replication for Data Protection and Disaster Recovery

We offer support for array-level replication, including asynchronous and synchronous modes. Asynchronous replication supports one-to-one, many-to-one and one-to-many with recovery point objectives, or RPO, as low as 15 minutes. Synchronous replication offers zero RPO. Traditional replication operates at the LUN level, leading to “hitchhikers,” which are VMs that are unintentionally replicated because they share a LUN with an application that is targeted for replication, wasting overall storage capacity. ReplicateVM allows our customers to replicate only the intended VMs. ReplicateVM also allows each VM to have a unique replication policy, and customers can set standard policies for VMs that are preserved even when they migrate between VMstores. In addition, by operating at the VM level and offering compression and deduplication of data, ReplicateVM reduces WAN bandwidth and other data transfer requirements.

SyncVM: Copy Data Management

We allow the flexible use of fast and storage-efficient VM snapshots. Storage administration teams can recover point-in-time snapshots of individual VMs and rapidly restore files based on those snapshots. Application development teams can update multiple child-clones of applications from a master application image, reducing time required to set up a new application environment. We also offer advanced snapshot management for copy data management, allowing flexible point-in-time recovery for applications, file level restore from snaps and update of child applications from a master application snapshot for testing and development, or test/dev, and DevOps use cases.

SecureVM: Encryption of data-at-rest

We offer built-in encryption for data-at-rest, and support manual key rotation and SafeNet enterprise key management (a separate product sold by a third-party vendor). With SecureVM, the encryption key can be rotated by the customer, assuring that data on physical drives is unrecoverable if a key or physical drive is compromised. This capability allows many of our customers in finance, health care, government and other industries to meet data protection and regulatory requirements.

Tintri Cloud Connector

Tintri Cloud Connector, which we plan to make generally available later this year, has been designed to allow customers to use either public cloud storage such as Amazon S3 or an on-premises object storage such as IBM Cloud Object Storage (formerly CleverSafe) for storing snapshots to extend retention periods and provide another tier of data protection and locality.

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Tintri Software Suite

This suite includes Tintri Global Center Advanced (delivering Tintri VM Scale-out software), ReplicateVM, SyncVM, SecureVM, Tintri Cloud Connector, plus all the tool kits and plug-ins to a diverse set of third-party ecosystems including VMware, Microsoft, RedHat and OpenStack. It also includes Tintri API support for PowerShell, Python and REST API.

Tintri Ecosystem

Our ecosystem partners and integration points extend the value of the Tintri enterprise cloud platform for our customers, and include:

• VMware. Includes support for vSphere, Horizon with View, PowerCLI, vRealize Orchestrator, vRealize Operations, vRealize Automation, vCloud Director and vSphere Integrated Containers, and deep integration with many other VMware solutions;

• Microsoft. Includes support for Hyper-V, System Center Virtual Machine Manager (SCVMM), System Center Operations Manager (SCOM), PowerShell, Microsoft Applications (Exchange, SQL Server, SharePoint, etc.) and Server Message Block 3 (SMB3);

• Red Hat. Includes support for Red Hat OpenStack and Red Hat Virtualization;

• Citrix. Includes support for XenDesktop, Unidesk and XenServer;

• Cisco. Includes support for UCS Director; and

• OpenStack. Includes support for commercial OpenStack distributions as well as open-source OpenStack beginning with the “Liberty” release.

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Other partners include Arista, Brocade, CommVault, Docker, IBM Cloud Object Storage, Intel, Juniper, Mirantis, Oracle and Veeam. Scripting support includes PowerShell, PowerCLI, Python SDK and APIs.

Tintri Storage Systems

We market a range of enterprise-grade storage systems that run our proprietary Tintri CONNECT architecture. Our Tintri VMstore T5000 all-flash systems provide all-flash capacity in a two rack unit form factor for the most challenging enterprise workloads. Our VMstore T800 hybrid-flash systems serve typical enterprise workloads, while providing performance comparable to all-flash systems with the intelligent use of both all-flash and disk-based storage, delivering on average more than 96% of I/O operations from flash. The deep integration of our Tintri Storage Systems with our Tintri CONNECT architecture is what delivers our essential Tintri enterprise cloud platform capabilities.

We also offer two bundles of our storage systems for cloud use cases. Tintri Cloud Foundation combines four T5080 with maximum capacity plus the complete Tintri Software Suite to deliver over 1PB of effective capacity in 8U for cloud applications. Tintri Cloud Ultimate combines 32 T5080 with maximum capacity plus Tintri Software Suite to deliver up to 10PB of effective capacity in 64U.

Our Customers

Our customers include leading enterprises across a broad range of industry segments, including education, financial services and insurance, healthcare, manufacturing and automotive and technology, as well as CSPs. As of January 31, 2017, our customer base consisted of more than 1,250 customers, including seven of the top 15 Fortune 100 companies and 21 of the Fortune 100 companies.

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The following is a list of representative customers organized by industry segment, each of whom has purchased $150,000 or more of our products on a cumulative basis:

Cloud Service Providers Clouditalia Telecomunicazioni Green Cloud Technologies Nexinto NTT Comware	Education University of Arkansas University of California, Irvine University of Notre Dame University of Southampton
Financial Services and Insurance The Carlyle Group European Investment Bank Mizuho Securities USA Raymond James Financial	Healthcare Edward Hospital and Health Services Miami Children’s Hospital Orlando Health South Eastern Health & Social Care Trust
Manufacturing and Automotive Flex MillerCoors	Media and Entertainment ITV Sony Computer Entertainment
Technology Advanced Micro Devices Garmin F5 Networks Ultimate Software Group

Customer Case Studies

The following case studies are representative examples of how our customers have benefited from our solution.

Mentor Graphics, a Siemens Business

Situation: Mentor Graphics, a Siemens Business, is a leading company in electronic design automation. Agile product development cycles that enable rapid and flexible response to change are critical to the company’s success. As Mentor’s development teams increased their use of continuous integration and agile methodologies, their demand on IT to complete testing in a timely manner increased. Mentor moved test processes to a virtualized environment to increase agility, but soon found that traditional storage solutions were unable to meet the demands of this workload. The company tried to divide applications into chunks, but the problems persisted. This caused Mentor to search for a higher performing storage solution that would improve developer productivity.

Solution and Benefit: Mentor Graphics decided to run a competitive proof-of-concept trial, or POC, with several different storage vendors. After the POC, Mentor chose Tintri in 2013 for its performance and ease of management. Since its initial adoption of Tintri systems, Mentor has expanded its Tintri deployment into other environments, replacing conventional storage for many virtualized workloads. Mentor is using Tintri to add scale, agility, and automation to their cloud environment, to change and deploy new workloads several hundred times each week, and to spin up and spin down tens of thousands of VMs each week supporting production servers and systems, regression systems, test flow benchmarking runs and virtual desktops on Tintri systems.

Shire

Situation: Shire, a global biopharmaceutical company focused on rare diseases, has maintained strong growth through acquisition and in-house R&D. The company operates a shared services group that supports various business units with IT infrastructure that is distributed in multiple data centers and remote offices in various cities

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worldwide. After deploying a Hyper Converged Infrastructure (HCI) solution, the company briefly contemplated moving to the public cloud. Shire decided against it after an in-depth analysis by a global system integrator showed that it would be more advantageous for the company to build its own enterprise cloud on premise.

Solution and Benefit: A positive experience with Tintri systems by one of the company’s acquired businesses prompted the company’s corporate IT team to evaluate Tintri for broader deployment. After moving a few workloads to Tintri, the corporate IT team saw significant improvements in performance and began deployment of Tintri. Over time, the company standardized on a joint Tintri and Cisco UCS solution as it built out a private cloud environment in its data centers worldwide. Tintri systems are now running the company’s database workloads and email, and are also providing data protection for the company’s primary and secondary datacenters. The combined Tintri and Cisco UCS solution has demonstrated that it is one-third of the cost of HCI, and three-quarters of the cost of public. The company has also improved its speed to market by reducing time to stand up new capacity and performance from one month to less than a week.

Fortune 500 Construction and Engineering Company

Situation: As one of the largest construction and engineering contractors in the world, the company makes significant investments in new technologies and development work to improve how information is created, shared and used in all areas of the company’s construction operations. The company builds many of its own software solutions and conducts significant software development operations in its datacenters. Silos among multiple teams within the company’s IT organization created problems when business units were not served by IT in a timely manner. To solve this problem and to shorten the service delivery time to the business units, the company set out to build a private cloud onsite and consolidate multiple IT teams dedicated to different infrastructure components into one central cloud team.

Solution and Benefit: With Tintri, IT generalists at the company rather than storage specialists were able to manage the company’s entire infrastructure, including storage and server, freeing up specialized resources to take on new projects. Before deploying Tintri, it took several days for the company to request and establish a new development environment. With Tintri, this type of request can be fulfilled in less than five minutes. As the Tintri deployment grew, the company discovered other benefits, including the ability of the Tintri solution to automatically make adjustments to deliver the needed performance to both production and development environments while closely monitoring the changing needs of workloads. This eliminated the challenges that the company faced with its previous storage solutions that treated production workloads, but not development workloads, as a priority. The company also reduced its storage footprint by a 20:1 ratio, greatly reducing operating expenses and management complexity. To expand its cloud capability, the company is using Tintri’s PowerShell ToolKit to integrate Tintri features into their self-service portal to simplify the process by which developers obtain infrastructure resources.

Fortune 1000 Technology Company

Situation: As a leading provider of software products for industrial and consumer use, the company has been at the forefront of cloud adoption. The company began its private cloud building effort five years ago when they grew frustrated with the performance, cost and management complexity of the aging infrastructure in their datacenter, which hindered the company’s ability to implement a rapid software development cycle. One of the key drivers for the company’s cloud effort is the ability to develop an IT as a service model to provide IT services quickly to the company’s internal business teams.

Solution and Benefit: From the early stage of the deployment, Tintri was able to demonstrate to the company its ability to autonomously deliver consistent performance using pre-defined QoS metrics and support a wide range of the company’s workloads. The company’s deployment of Tintri systems grew steadily, expanding from development and test, to virtualized desktop, to general production workloads, and to data protection. The company’s private cloud implementation also became more sophisticated over time with added automation and

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self-service capabilities. With over four petabytes of data on 58 Tintri systems in eight datacenters around the world as of March 31, 2017, the company runs approximately 200,000 VMs in steady state, and creates and tears down over 120,000 virtual machines per month.

Instead of a team of nine to ten full time equivalent storage specialists which, according to industry research is needed to run data of this scale, one IT manager at the company is able to handle the workload in less than four hours per week. The company has also succeeded in cutting software development cycles in half and providing more on demand service delivery to business groups in the company.

Customer Support

We offer product support for all of our customers, including those customers who purchase our products through our channel partners. Customers may choose to purchase support plan upgrades, which provide them with accelerated shipment and installation of replacement parts. We also provide proactive support services that alert customers to potential product failures before they occur. Our support and services contracts are offered for periods of one to five years. We subcontract with third-party service providers to provide onsite hardware repair and replacement for our customers that are located outside of the United States.

Sales and Marketing

Sales. We sell our products predominantly through joint sales efforts made in conjunction with our channel partners. Our sales organization is responsible for large-account acquisition and overall market development, which includes managing our relationships with our channel partners, working with our channel partners in acquiring and supporting customers, and acting as the liaison between our customers and our marketing and product development teams.

As of January 31, 2017, we had direct sales teams located in ten countries. We expect to continue to grow our sales headcount in our existing markets and to expand our presence into countries where we currently have limited or no direct sales presence. Our sales representatives typically become increasingly productive over several quarters as they are trained and learn to sell our products.

Our sales organization is supported by an inside sales team, sales enablement engineers, specialist system architects and technical marketing personnel. These personnel have deep technical expertise and responsibility for pre-sales technical support, solutions engineering for our customers and technical training for our channel partners.

Distribution Channel Partners. We work with channel partners who help us market and sell our products to customers. This joint sales approach provides us with the benefit of direct relationships with substantially all of our customers and expands our reach through the relationships of our channel partners. Our channel partners are further supported by our distributors, who work together on a non-exclusive basis to market our products, identify and close sales opportunities, and provide pre-sales and post-sales services to our customers.

As of January 31, 2017, we had 283 channel partners. This distributed partner community includes both national and regional partners in the Americas and partners in EMEA, Japan and APAC. To promote channel productivity, we operate a formal accreditation program for the sales and technical professionals of our channel partners. Our channel partners include Promark, Arrow, SHI, CDW, CarahSoft, Zycko, Ahead, Champion, Fujitsu and Avnet.

Approximately 89% and 85% of our revenue in fiscal 2016 and 2017, respectively was derived from sales to our channel partners, and no single channel partner represented more than 10% of our revenue in fiscal 2016 and 2017. Approximately 86% of our revenue in fiscal 2015 was derived from sales to our channel partners, and two channel partners each represented more than 10% of our revenue in fiscal 2015.

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We intend to continue to expand our partner relationships to further extend our sales coverage and to invest in education, training and programs to increase the ability of our channel partners to sell our products independently.

Marketing. Our marketing is focused on building our brand reputation and market awareness, communicating product and service advantages, driving customer demand and generating leads for our sales force and channel partners. Our marketing team designs and implements a wide range of activities and initiatives, including social media, digital marketing, community events, partner co-marketing and integrated marketing campaigns. In addition, we manage “Tintricity Hub,” an online community of customers that share best practices, trade ideas and provide referrals. Over 50% of our advocates are active in any given month. As of January 31, 2017, we had more than 1,200 Tintricity Hub members from approximately 650 companies.

Technology Partners

As a storage and data management platform company, we work with a rich ecosystem of technology partners to deliver world-class solutions to our mutual customers. Our technology partners include software and infrastructure partners such as Arista Networks, Brocade, Cisco, Citrix, CommVault, Microsoft, Mirantis, Oracle, Red Hat, Veeam Software and VMware. In addition, we work closely with our technology partners through co-marketing and lead-generation activities in an effort to broaden our marketing reach. We also sell our solution under an original equipment manufacturer arrangement with Fujitsu, who distributes our solutions on a non-exclusive basis in Japan.

We have and expect to continue to work closely with many of our technology partners through joint marketing and demand generation activities in an effort to broaden our marketing reach and help us win new and retain existing customers. We also jointly validate solutions, often with the expert help of channel partners, to deliver qualified complete solutions to our customers.

Research and Development

Our research and development efforts are focused primarily on improving existing products and developing new products. Our products integrate both software and hardware innovations, and accordingly, our research and development teams employ both software and hardware engineers in the design, development, testing, certification and support of our products. As of January 31, 2017, we employed 144 software engineers and seven hardware engineers with expertise in storage and IT infrastructure. A majority of our research and development team members are based in Mountain View, California. We also design, test and certify our products to ensure interoperability with a variety of third-party software, hypervisor and networking components.

We believe that innovation and timely development of new features and products is essential to meeting the needs of our customers and improving our competitive position. We plan to dedicate significant resources to our continued research and development efforts.

Manufacturing

We contract with an offshore subsidiary of Flex to manufacture all of our storage products. Flex purchases components from our approved list of suppliers and builds our hardware appliances according to our specifications. The outsourcing of our hardware manufacturing extends from prototypes to full production and includes activities such as material procurement, software implementation and final assembly and testing. Once the completed products are manufactured and tested, Flex arranges the shipment of our products directly to our customers.

Our contract manufacturer generally manages the procurement of the components and parts used in our products. We also engage in direct sourcing of certain strategic components. While our preference is to select components and materials that are available from multiple sources, we utilize a number of components that are

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available from only one source. Generally, neither we nor our contract manufacturer have written agreements with these sole-source component providers to guarantee the supply of the key components used in our hardware products. We generally do not have long-term supply contracts with our suppliers. For example, the chassis used in our hybrid-flash systems is obtained on a purchase order-basis under an agreement with a single-source component supplier that has no fixed term. In addition, the chassis used in our all-flash systems is obtained under an agreement with a single-source component supplier having an initial term through October 2017, at which point it will automatically renew for successive one-year periods unless either party provides notice of non-renewal. We generally order our components on a “build to order” basis, and do not maintain any significant inventory of the components used in our products. However, we regularly monitor the supply of components and the availability of qualified and approved alternative sources. We provide nine month forecasts to Flex (the first three months of which are binding) so that they can purchase key components in advance of their anticipated use, with the objective of maintaining an adequate supply of those components.

Except for the binding portion of forecasts mentioned above, our manufacturing services agreement with Flex does not provide for any specific volume purchase commitments and orders are placed on a purchase order basis. We work closely with Flex to meet our product delivery requirements and to manage the manufacturing process and quality control.

Our agreement with Flex is terminable at any time by us with 90 days’ notice or by Flex with 120 days’ notice and Flex has no obligation to provide services transitioning our manufacturing processes to another manufacturer. Although the contract manufacturing services required to manufacture and assemble our products may be readily available from a number of established manufacturers, it is time consuming and costly to qualify and implement contract manufacturer relationships. As a result, if Flex or our sole-source component suppliers suffer an interruption in their businesses, or experience delays, disruptions or quality control problems in their manufacturing operations, or we have to change or add additional contract manufacturers or suppliers of our sole-sourced components, our ability to ship our products to our customers could be delayed, and our business, operating results and financial condition could be adversely affected.

Competition

We operate in the intensely competitive IT infrastructure market that is characterized by constant change and innovation. Changes in application requirements, IT infrastructure trends and the broader technology landscape result in evolving customer requirements for architecture, performance, manageability and scalability, and organizations may require new features from enterprise cloud platforms and storage systems. Our main competitors fall into two categories:

• large IT infrastructure vendors consisting primarily of EMC and NetApp, and also Dell Technologies, Hitachi Data Systems, HP Enterprise, IBM and VMware that offer a broad range of storage systems targeting various use cases and end markets; and

• smaller specialized IT infrastructure companies, including companies that offer solutions powered entirely or partially by flash memory technology, such as Nimble Storage, a Hewlett Packard Enterprise company, Nutanix and Pure Storage.

As our market grows, we expect that the market will attract new startups and more highly specialized vendors, as well as larger vendors that may continue to acquire or bundle their products more effectively.

We believe the principal competitive factors in the storage market are as follows:

• product features, enhancements and capabilities, including ease of use, performance, manageability, reliability and ability to store and process physical and/or virtualized workloads;

• business impact, including application time to market and rapid scalability;

• product economics and value to customer, including cost of acquisition (capital expenses) and ongoing management and maintenance costs (operating expenses);

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• customer experience, from marketing and pre-sales through sales engagement, purchase and shipment, support and customer community;

• product interoperability with broader third-party ecosystem, including hypervisor, cloud and networking vendors; and

• global sales and distribution capability.

We believe we compete favorably with our competitors on the basis of these factors. Our competitive strengths include the simplicity and performance of our advanced stand-alone software products packaged within enterprise-grade hardware, which leads to operating efficiencies and an improved customer experience; our high-quality, referenceable customer base; and our open architecture and ecosystem integration, which provides greater flexibility to operate a variety of storage platforms, form factors and hypervisors.

Intellectual Property

Our success depends in part upon our ability to protect our core technology and intellectual property. To establish and protect our technology, intellectual property and proprietary rights, we rely on a combination of intellectual property rights, including patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions.

As of January 31, 2017, we had seven issued patents and 34 pending patent applications in the United States and internationally. Our issued patents have expiration dates ranging from 2030 to 2033.

We generally control access to and use of our proprietary hardware, software and other 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.

The steps we have taken to protect our core technology, intellectual property and intellectual property rights may not be adequate. Any of our issued patents or trademarks or other intellectual property rights may be challenged, invalidated or circumvented, and we may not be able to prevent third parties from infringing them. Despite our efforts to protect our trade secrets and other technology and intellectual property through intellectual property rights, licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use our technology and intellectual property, including our software. In addition, we intend to expand our international operations, and effective patent, copyright, trademark, and trade secret protection may not be available or may be limited in foreign countries.

The IT infrastructure industry is characterized by the existence of a large number of patents, trademarks, copyrights and other intellectual property rights, and by frequent litigation based on allegations of infringement or other misappropriation of intellectual property rights. From time to time, third parties, including our competitors and non-practicing entities, have claimed and may in the future claim that our products or technologies may infringe their intellectual property rights and may assert patent, copyright, trade secret and other claims based on intellectual property rights against us and our customers, suppliers and channel partners. We cannot assure you that our products, services or business do not infringe or misappropriate such rights of such third-party claimants. Although we generally attempt to limit our liability to indemnify third parties against intellectual property infringement claims, we are party to a number of agreements pursuant to which we are obligated to indemnify certain third parties. We expect that intellectual property rights infringement or misappropriation claims may increase as the number of products and competitors in our market increase. In addition, to the extent that we gain greater visibility and market exposure as a public company, we face a higher risk of being the subject of intellectual property rights infringement or misappropriation claims from third parties. Any third-party intellectual property rights claims against us could significantly increase our expenses and could have a significant and negative impact on our business, operating results and financial condition. See “Risk Factors” for additional information.

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Employees

We believe that the expertise of our people and our corporate culture are important to our success as a technology leader. As of January 31, 2017, we had 527 employees in the United States and internationally, of which 324 employees were based in our corporate headquarters in Mountain View, California. None of our employees is represented by a labor organization or is a party to any collective bargaining agreement and we consider our relationship with our employees to be good.

Facilities

Our corporate headquarters are located in Mountain View, California, where we lease a total of approximately 127,000 square feet, of which approximately 29,000 square feet are currently sublet to a third-party. The lease agreement for our Mountain View, California headquarters expires in 2022. We also lease offices in other locations in the United States and internationally in Australia, England, Germany, Ireland and Japan. We lease all of our facilities and do not own any real property. We intend to further expand our facilities or add new facilities as we add employees and enter new geographic markets, and we believe that suitable additional or alternative space will be available as needed to accommodate ongoing operations and any such growth. However, we expect to incur additional expenses in connection with such new or expanded facilities.

Legal Proceedings

We may, from time to time, be involved in various legal proceedings arising from the normal course of business, and an unfavorable resolution of any of these matters could materially affect our future operating results, cash flows or financial position. 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. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, operating results or financial condition.

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MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of January 31, 2017:

Name	Age		Position(s)
Executive Officers
Ken Klein		57	Chairman and Chief Executive Officer
Ian Halifax		56	Chief Financial Officer
Kieran Harty		54	Chief Technology Officer and Director
Michael McGuire		52	Chief Sales Officer
Directors
John Bolger(1)		70	Director
Charles Giancarlo(3)		59	Director
Adam Grosser(1)		56	Director
Harvey Jones(1) (2)		64	Director
Christopher Schaepe(2) (3)		53	Director
Peter Sonsini(2) (3)		48	Director

(1) Member of our audit committee.

(2) Member of our compensation committee.

(3) Member of our nominating and corporate governance committee.

Executive Officers

Ken Klein has served as our Chairman and Chief Executive Officer since October 2013, and as a director since January 2012. Prior to joining our company, Mr. Klein served as President at Wind River Systems, Inc., a software company, from January 2004 to October 2013. Mr. Klein has served on the board of directors of MobileIron, Inc., a mobile enterprise management company, since February 2016. Mr. Klein holds a bachelor of science degree in electrical engineering and biomedical engineering from the University of Southern California.

We believe that Mr. Klein possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the software industry and the operational insight and expertise he has accumulated as our Chief Executive Officer.

Ian Halifax has served as our Chief Financial Officer since December 2013. Prior to joining our company, Mr. Halifax served as Chief Financial Officer of Host Analytics, Inc., a SaaS financial software applications company, from August 2013 to December 2013, and as Chief Financial Officer of Grass Valley USA, LLC, a media broadcast equipment and solutions company, from January 2011 to March 2013. From January 2007 to January 2011, Mr. Halifax served as Chief Financial Officer and Senior Vice President of Finance and Administration at Wind River Systems, Inc. Earlier in his career, Mr. Halifax served as Chief Financial Officer at Macrovision, Inc., a digital rights management company, and as Chief Financial Officer at Micromuse, Inc., a network management software company. He has also held senior positions at KPMG LLP, an accounting firm, and Sun Microsystems, Inc., a manufacturer and seller of computers and computer software. Mr. Halifax is a certified public accountant and holds a bachelor of arts degree from the University of York and an MBA from Henley Management College in the United Kingdom.

Kieran Harty has served as our Chief Technology Officer since October 2013 and as a member of our board of directors since August 2008. From June 2008 to October 2013, Dr. Harty served as our Chief Executive Officer and Chairman. Before founding Tintri, he served as Executive Vice President of R&D at VMware, Inc., a virtualization software company, from June 1999 to February 2006. Dr. Harty holds a master’s degree in computer science from Trinity College Dublin and a Ph.D. in electrical engineering from Stanford University.

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We believe that Dr. Harty possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the software industry, and the operational insight and expertise he has accumulated as a co-founder and our Chief Technology Officer.

Michael McGuire has served as our Chief Sales Officer since March 2015. Prior to joining our company, Mr. McGuire served in various senior roles at Dell, including Vice President of North America Enterprise Solutions Group and Channel Sales and Vice President of Global Storage Sales from July 2012 to February 2015. Prior to Dell, Mr. McGuire served as Chief Commercial Officer at Nexsan Technologies, a data storage corporation, from November 2008 to July 2012. Mr. McGuire holds a bachelor of business administration degree from the Ivey Business School at University of Western Ontario.

Directors

John Bolger has served as a member of our board of directors since December 2015. From May 1989 to April 1992, Mr. Bolger served as Vice President of Finance and Administration and Chief Financial Officer of Cisco Systems, Inc. Mr. Bolger has served on the board of directors of Fulgent Genetics, Inc., a technology company focusing on genetic testing, since September 2016. Mr. Bolger previously served on the boards of twelve public companies, including Mattson Technology, Inc., Cogent, Inc., Wind River Systems, Inc., Mission West Properties, Inc. and Integrated Device Technology, Inc. Mr. Bolger holds a bachelor of arts degree from the University of Massachusetts and an MBA from Harvard University.

We believe Mr. Bolger possesses specific attributes that qualify him to serve as a member of our board of directors, including his financial and accounting expertise and the Board’s determination that he qualifies as an Audit Committee “financial expert.”

Charles Giancarlo has served as a member of our board of directors since September 2016. From January 2008 through December 2013, Mr. Giancarlo served as a managing director of Silver Lake Partners, a private investment firm and served as a senior advisor to the firm from January 2014 to September 2015. From May 1993 to December 2007, Mr. Giancarlo served in various positions with Cisco Systems, Inc., most recently as executive vice president and chief development officer. Mr. Giancarlo also serves on the board of directors of Accenture plc, a management consulting business, since November 2008; Arista Networks, Inc., a provider of cloud networking solutions for large data center storage computing environments, since April 2013; Avaya, Inc., a provider of business collaboration and communications solutions, since June 2008; and ServiceNow, a provider of IT services, since November 2013. Mr. Giancarlo holds a bachelor of science degree in electrical engineering from Brown University, a master of science degree in electrical engineering from the University of California, Berkeley and an MBA from Harvard University.

We believe Mr. Giancarlo possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience advising, investing in and serving on the boards of directors of technology companies.

Adam Grosser has served as a member of our board of directors since July 2015. Since February 2011, Mr. Grosser has served as Group Head and Managing Director at Silver Lake Kraftwerk, a division of global private investment firm Silver Lake. From September 2000 to October 2010, Mr. Grosser served as a General Partner of Foundation Capital, a venture capital firm. From August 1996 to August 1999, he served as President of the Subscriber Networks Division at Excite@Home, an internet service provider. Mr. Grosser currently sits on the boards of multiple private companies and has recently served on the board of Calix, Inc., an NYSE-listed telecommunications provider company. Mr. Grosser holds a bachelor of arts degree, a master of science degree, and an MBA degree from Stanford University.

We believe that Mr. Grosser possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in advising technology companies as well as counseling boards of directors and senior management regarding corporate governance, compliance and business operations.

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Harvey Jones has served as a member of our board of directors since March 2014. Mr. Jones has been the Managing Partner of Square Wave Ventures, a private investment firm, since January 2004. Mr. Jones has served on the board of Nvidia Corporation since November 1993. Mr. Jones holds a bachelor of science degree in mathematics and computer sciences from Georgetown University and an MBA from the Massachusetts Institute of Technology Sloan School of Management.

We believe that Mr. Jones possesses specific attributes that qualify him to serve as a member of our board of directors, including his executive management background and experience in the business of technology licensing. He provides valuable insight into innovation strategies, research and development efforts, as well as management and development of our technical employees.

Christopher Schaepe has served as a member of our board of directors since July 2009. Mr. Schaepe is a Founding Partner of Lightspeed Venture Partners, a venture capital firm, and has served in that capacity since September 2000. Mr. Schaepe currently sits on the board of Aerohive Networks, Inc., a network equipment company. Mr. Schaepe previously served on the boards of Riverbed Technology, Inc., an application performance infrastructure company, Fusion-io, Inc., a storage memory platform company, and eHealth, Inc., an online health insurance provider. Mr. Schaepe holds a bachelor of science and a master of science degree in electrical engineering and computer science from the Massachusetts Institute of Technology and an MBA from the Stanford Graduate School of Business.

We believe that Mr. Schaepe possesses specific attributes that qualify him to serve as a member of our board of directors, including his broad perspective of the technology industry, having guided numerous companies in his role as a venture capital investor and board member over the past two decades, as well as substantive professional experience serving in corporate finance and capital markets roles.

Peter Sonsini has served as a member of our board of directors since 2008. Mr. Sonsini joined New Enterprise Associates, or NEA, a venture capital firm, in 2005 and became a General Partner in 2012. Prior to NEA, from 2001 to 2005, Mr. Sonsini was a Senior Director responsible for OEM Sales and Strategic Alliances at VMware, Inc. From 1998 to 2001, Mr. Sonsini ran product management at Mirapoint, Inc., an appliance-based email provider, and from 1996 to 1998 worked in sales and marketing at Hewlett-Packard Company, an information technology company, including as Worldwide Product Manager for the mid-range server business. Mr. Sonsini holds a bachelor of science degree in political economy from the University of California, Berkeley and an MBA from the Kellogg School of Management at Northwestern University.

We believe Mr. Sonsini possesses specific attributes that qualify him to serve as a member of our board of directors, including his extensive experience in the venture capital industry analyzing, investing in and serving on the boards of directors of technology companies.

Our executive officers are appointed by our board of directors and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors or executive officers.

Codes of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, 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.tintri.com. We intend to post any amendment to our code of business conduct and ethics, and any waivers of such code for directors and executive officers, on the same website. Information on or that can be accessed through our website is not part of this prospectus.

Board Composition

Our board of directors currently consists of eight members.

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Following the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will provide for a classified board of directors, with each director serving a staggered, three-year term. The terms of the directors will expire upon the election and qualification of successor directors at the annual meeting of stockholders to be held during 2018 for the Class I directors, 2019 for the Class II directors and 2020 for the Class III directors.

• Our Class I directors will be Adam Grosser and Charles Giancarlo, and their terms will expire at the annual meeting of stockholders to be held in 2018;

• Our Class II directors will be Kieran Harty, Harvey Jones and Peter Sonsini, and their terms will expire at the annual meeting of stockholders to be held in 2019; and

• Our Class III directors will be Ken Klein, John Bolger and Christopher Schaepe, and their terms will expire at the annual meeting of stockholders to be held in 2020.

Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director’s term shall continue until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of authorized directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. Under Delaware law, our directors may be removed for cause by the affirmative vote of the holders of a majority of our voting stock.

Director Independence

In connection with this offering, we intend to list our common stock on The NASDAQ Global Select Market. Under the rules of the NASDAQ Stock Market, independent directors must comprise a majority of a listed company’s board of directors within a specified period of the completion of this offering. In addition, the rules of the NASDAQ Stock Market require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Under the rules of the NASDAQ Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that John Bolger, Charles Giancarlo, Adam Grosser, Harvey Jones, Christopher Schaepe and Peter Sonsini, representing six of our eight directors, were “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NASDAQ Stock Market.

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Committees of the Board of Directors

Our board of directors has an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will have the composition and responsibilities described below upon completion of this offering. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Messrs. Bolger, Grosser and Jones, each of whom is a non-employee member of our board of directors, comprise our audit committee. Mr. Bolger is the chair of our audit committee. Our board of directors has determined that each of the members of our audit committee satisfies the requirements for financial literacy under the rules and regulations of the NASDAQ Stock Market and the SEC. Our board of directors has determined that each of Messrs. Bolger, Grosser and Jones satisfy the requirements for independence under the rules and regulations of the NASDAQ Stock Market and the SEC. Our board of directors has also determined that Mr. Bolger qualifies as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of the NASDAQ Stock Market. The audit committee is responsible for, 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 registered public accounting firm, our interim and year-end operating results;

• developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• reviewing our policies on and overseeing risk assessment and risk management, including enterprise risk management;

• reviewing related party transactions; and

• approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Compensation Committee

Messrs. Jones, Schaepe and Sonsini, each of whom is a non-employee member of our board of directors, comprise our compensation committee. Mr. Jones is the chair of our compensation committee. Our board of directors has determined that each member of our compensation committee meets the requirements for independence under the rules of the NASDAQ Stock Market and the SEC, is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. The compensation committee is responsible for, among other things:

• reviewing, approving and determining the compensation of our executive officers and key employees;

• reviewing, approving and determining compensation and benefits, including equity awards, to directors for service on the board of directors or any committee thereof;

• administering our equity compensation plans;

• reviewing, approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans; and

• establishing and reviewing general policies relating to compensation and benefits of our employees.

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Nominating and Corporate Governance Committee

Messrs. Schaepe, Giancarlo and Sonsini, each of whom is a non-employee member of our board of directors, comprise our nominating and corporate governance committee. Mr. Schaepe is the chair of our nominating and corporate governance committee. Our board of directors has determined that each member of our nominating and corporate governance committee meets the requirements for independence under the rules of the NASDAQ Stock Market. The nominating and corporate governance committee will be responsible for, 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;

• considering 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.

We intend to post the charters of our audit, compensation and nominating and corporate governance committees, and any amendments thereto that may be adopted from time to time, on our website at www.tintri.com. Information on or that can be accessed through our website is not part of this prospectus. Our board of directors may from time to time establish other committees.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the compensation committee or director (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has one or more executive officers serving on our compensation committee or our board of directors.

Director Compensation

We do not currently have a formal compensation policy for our directors. During fiscal 2016 and 2017, our directors did not receive any cash compensation for their services as directors or as board committee members. We did not pay or accrue any compensation for Messrs. Grosser, Schaepe or Sonsini for fiscal 2016 and 2017.

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The table below shows the equity and other compensation granted to our non-employee directors during fiscal 2017. Ken Klein, our Chairman and Chief Executive Officer, and Kieran Harty, our Chief Technology Officer, were our employees during fiscal 2017, and received no additional compensation for their services as members of our board of directors. The compensation received by Mr. Klein, as a named executive officer, during fiscal 2016 and 2017 is presented in “Executive Compensation—Fiscal 2016 and 2017 Summary Compensation Table.” Mr. Harty is not a named executive officer in fiscal 2017.

Name	Fiscal Year		Stock Awards ($)(1)		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
John Bolger		2017		128,000		—		—		128,000
Charles Giancarlo		2017		128,000		470,750		—		598,750
Harvey Jones		2017		128,000		—		—		128,000

(1) The amounts in the Option Awards and Stock Awards columns represent the aggregate grant date fair value of the awards as computed in accordance with FASB Accounting Standards Codification Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the aggregate grant date fair value of the awards reported in this column are set forth in the notes to our audited consolidated financial statements included elsewhere in this prospectus.

The following table lists all outstanding equity awards held by our non-employee directors as of January 31, 2017. Outstanding equity awards held by Mr. Klein are presented in “Executive Compensation—Fiscal 2017 Outstanding Equity Awards at Year-End.”

			Option Awards(1)									Stock Awards(1)
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price Per Share ($)(8)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
John Bolger		12/7/15		47,395		127,605	(3)		2.28		12/7/25		—			—
		9/20/16		—		—			—		—		25,000	(4)(5)		134,750
Charles Giancarlo		9/20/16		14,583		160,417	(6)		2.28		9/20/26		25,000	(4)(5)		134,750
Harvey Jones		3/5/14		141,666		58,334	(7)		2.28		3/5/24		—			—
		9/20/16		—		—			—		—		25,000	(4)(5)		134,750

(1) Each of the options and stock awards was granted in connection with the non-employee director’s services as a director or board committee member. Each of the awards was granted pursuant to our 2008 Stock Plan.

(2) This amount reflects the fair market value of our common stock of $5.39 as of January 31, 2017 (the determination of the fair market value by our board of directors as of the most proximate date) multiplied by the amount shown in the column “Stock Awards—Number of Shares or Units of Stock That Have Not Vested.”

(3) 1/48 of the shares subject to this option vest each month following December 7, 2015, subject to continuous service with us. In addition, upon a “change of control” (as defined in the 2008 Stock Plan), the then-outstanding and unvested shares subject to the option will become fully vested and exercisable, subject to continuous service with us.

(4) These are restricted stock units (RSUs) which will vest on the first date upon which two vesting requirements—a time-based component and a performance-based component—are both satisfied. The time-based component will be satisfied as to 12.5% of the RSUs on each of our quarterly RSU vesting dates (described below) following the applicable Vesting Commencement Date, subject to continuous service with us. Upon a “change of control” (as defined in the 2008 Stock Plan), any unvested RSUs for which the time-based component has not yet been satisfied will immediately be satisfied, subject to continuous service with us. Our quarterly RSU vesting dates are March 15, June 15, September 15 and December 15. The performance-based component will be satisfied upon the earlier to occur of (i) a “change of control” or (ii) the first date following the expiration of all lockup and blackout periods following our initial public offering, subject to continuous service with us on such date.

(5) The Vesting Commencement Date of this RSU grant is September 20, 2016.

(6) 1/48 of the shares subject to this option vest each month following September 20, 2016, subject to continuous service with us. In addition, upon a “change of control” (as defined in the 2008 Stock Plan), the then-outstanding and unvested shares subject to the option will become fully vested and exercisable, subject to continuous service with us.

(7) 1/48 of the shares subject to this option vest each month following March 5, 2014, subject to continuous service with us. In addition, upon a “change of control” (as defined in the 2008 Stock Plan), the then-outstanding and unvested shares subject to the option will become fully vested and exercisable, subject to continuous service with us.

(8) This exercise price per share reflects the impact of the repricing described in “—Fiscal 2018 Option Repricing.”

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EXECUTIVE COMPENSATION

Our named executive officers for fiscal 2017, which consist of our Chief Executive Officer and our two most highly compensated executive officers other than our Chief Executive Officer, are:

• Ken Klein, our Chairman and Chief Executive Officer;

• Ian Halifax, our Chief Financial Officer; and

• Michael McGuire, our Chief Sales Officer.

Fiscal 2016 and 2017 Summary Compensation Table

The following table presents information concerning the total compensation of our named executive officers, for services rendered to us in all capacities during fiscal 2016 and 2017:

Name and Principal Position	Fiscal Year		Salary ($)			Bonus ($)			Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)(2)		Total ($)
Ken Klein		2017		350,000			175,000	(3)		199,600		—		—			473		725,073
Chairman and Chief Executive Officer		2016		350,000			175,000	(3)		—		2,762,531		—			260		3,287,791
Ian Halifax(4)		2017		275,000			55,000	(3)		87,325		—		—			473		417,798
Chief Financial Officer
Michael McGuire		2017		350,000			—			—		—		332,624	(5)		473		683,097
Chief Sales Officer		2016		320,833	(6)		—			—		1,612,682		419,054	(7)		240		2,352,809

(1) The amounts in this column represent the aggregate grant date fair value of the award as computed in accordance with FASB Accounting Standards Codification Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions used in calculating the aggregate grant date fair value of the awards reported in this column are set forth in the notes to our audited consolidated financial statements included elsewhere in this prospectus.

(2) This amount represents life insurance premiums paid by us.

(3) These amounts represent discretionary cash performance bonus payments approved by our board of directors or compensation committee, as applicable.

(4) Mr. Halifax is a named executive officer for fiscal 2017 only. Therefore, information has been omitted for Mr. Halifax for fiscal 2016.

(5) This amount represents cash incentives paid under our FY2017 Sales Plan described below.

(6) Mr. McGuire began employment with us on March 2, 2015, and his $350,000 annual base salary was pro-rated accordingly.

(7) Represents cash incentives earned under our FY2016 Sales Plan described below.

Fiscal 2016 and 2017 Non-Equity Incentive Plan Compensation

FY2017 Sales Plan

We approved the FY2017 Tintri Sales Incentive Compensation Plan, or the FY2017 Sales Plan, for fiscal 2017 for our sales employees. Participating employees in the FY2017 Sales Plan were eligible to receive pre-determined cash compensation for achieving specified performance goals during fiscal 2017. Mr. McGuire, our Chief Sales Officer, participated in the FY2017 Sales Plan and was eligible under the FY2017 Sales Plan and his individual plan thereunder to earn commissions and bonuses. During fiscal 2017, and in connection with his participation in the FY2017 Sales Plan, Mr. McGuire earned the following commissions and bonuses based on his achievement of the performance goals we established for him. Mr. McGuire earned: (i) commissions and commission draws totaling $303,154 based on his fiscal 2017 bookings; (ii) cash bonuses totaling $26,832 for performance against his quarterly gross margin bonus targets; and (iii) a cash bonus equal to $2,638 related to a multi-year frame agreement.

FY2016 Sales Plan

We approved the FY2016 Tintri Sales Incentive Compensation Plan, or the FY2016 Sales Plan, for fiscal 2016 for our sales employees. Participating employees in the FY2016 Sales Plan were eligible to receive

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predetermined cash compensation for achieving specified performance goals during fiscal 2016. Mr. McGuire, our Chief Sales Officer, participated in the FY2016 Sales Plan and was eligible under the FY2016 Sales Plan and his individual plan thereunder to earn commissions and bonuses. During fiscal 2016, and in connection with his participation in the FY2016 Sales Plan, Mr. McGuire earned the following commissions and bonuses based on his achievement of the performance goals we established for him. Mr. McGuire earned: (i) commissions and commission draws totaling $339,399 based on his fiscal 2016 bookings; (ii) cash bonuses totaling $71,555 for performance against his quarterly gross margin bonus targets; and (iii) a cash bonus equal to $8,100 related to a multi-year frame agreement.

The amounts in the Summary Compensation Table under the column “Non-Equity Incentive Plan Compensation” for Mr. McGuire are based on his achievements under the FY2017 Sales Plan and his individual plan thereunder as well as his achievements under the FY2016 Sales Plan and his individual plan thereunder.

Fiscal 2017 Outstanding Equity Awards at Year-End

The following table presents information concerning all outstanding equity awards held by each of our named executive officers as of January 31, 2017.

			Option Awards(1)										Stock Awards(1)
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price Per Share ($)			Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Ken Klein		12/21/11		257,000		—			0.50			12/21/21		—			—
		10/8/13		—		—			—			—		773,989	(3)		4,171,801
		3/31/15		515,625		984,375	(4)		2.28	(11)		3/31/25		—			—
		3/28/16		—		—			—			—		40,000	(5)(6)		215,600
Ian Halifax		12/2/13		—		—			—			—		169,201	(7)		911,993
		3/31/15		148,958		176,042	(8)		2.28	(11)		3/31/25		—			—
		3/28/16		—		—			—			—		17,500	(5)(9)		94,325
Michael McGuire		3/3/15		398,750		471,250	(10)		2.28	(11)		3/3/25		—			—

(1) Each of the equity awards was granted pursuant to our 2008 Stock Plan.

(2) This amount reflects the fair market value of our common stock of $5.39 as of January 31, 2017 (the determination of the fair market value by our board of directors as of the most proximate date) multiplied by the amount shown in the column “Stock Awards—Number of Shares or Units of Stock That Have Not Vested.”

(3) On October 8, 2013, Mr. Klein was granted an option to purchase 4,127,937 shares of our common stock at a per share exercise price of $1.55. Mr. Klein immediately exercised the option as to all 4,127,937 shares subject to the option before they became vested, and such shares are subject to a repurchase right in favor of us. 1/48 of the shares are released from our repurchase right each month following October 21, 2013, subject to continuous service with us. This award is subject to vesting acceleration on the terms described in “—Executive Employment Arrangements—Ken Klein Employment Agreement.” On June 1, 2017, we repurchased from Mr. Klein 3,006,629 shares of our common stock subject to this grant on the terms described in “—Loans to Executive Officers.”

(4) Consists of two option grants, each with respect to 750,000 underlying shares. 1/48 of the shares subject to the first option grant vest each month following March 31, 2015, and 1/48 of the shares subject to the second option grant vest each month following February 1, 2016, subject to continuous service with us. Each award is subject to vesting acceleration on the terms described in “—Executive Employment Arrangements—Ken Klein Employment Agreement.”

(5) These are restricted stock units (“RSUs”) which will vest on the first date upon which two vesting requirements—a time-and service-based component and a performance-based component—are both satisfied. The time-based component will be satisfied as to 50% of the RSUs on the first quarterly RSU vesting date (described below) on or following each of the first two anniversaries of the applicable vesting commencement date, subject to continuous service with us. Our quarterly RSU vesting dates are March 15, June 15, September 15 and December 15. The performance-based component will be satisfied upon the earlier to occur of (i) a “change of control” (as defined in the 2008 Stock Plan) or (ii) the first date following the expiration of all lockup and blackout periods following our initial public offering, subject to continuous service with us on such date.

(6) The vesting commencement date of this RSU grant is March 15, 2016. This award is subject to vesting acceleration on the terms described in “—Executive Employment Arrangements—Ken Klein Employment Agreement.”

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(7) On December 2, 2013, Mr. Halifax was granted an option to purchase 738,330 shares of our common stock at a per share exercise price of $1.55. Mr. Halifax exercised the option as to all 738,330 shares subject to the option before they became vested, and such shares are subject to a right of repurchase in favor of us. 1/4 of the shares were released from our repurchase right on December 2, 2014 and 1/48 of the shares are released from our repurchase right each month following December 2, 2014, subject to continuous service with us. This award is subject to vesting acceleration on the terms described in “Executive Employment Arrangements—Ian Halifax Offer Letter.” On June 1, 2017, we repurchased from Mr. Halifax 531,122 shares of our common stock subject to this grant on the terms described in “—Loans to Executive Officers.”

(8) Consists of one option grant with respect to 325,000 underlying shares. 1/4 of the shares subject to the option grant vest on March 31, 2016 and 1/48 of the shares subject to the option grant vest each month following March 31, 2016, subject to continuous service with us. This award is subject to vesting acceleration on the terms described in “Executive Employment Arrangements—Ian Halifax Offer Letter.”

(9) The vesting commencement date of this RSU grant is March 15, 2016. This award is subject to vesting acceleration on the terms described in “—Executive Employment Arrangements—Ian Halifax Offer Letter.”

(10) 1/4 of the shares subject to this option vest on the one-year anniversary of March 2, 2015, and 1/48 of the shares subject to this option vest each month thereafter, subject to continuous service with us. This award is subject to vesting acceleration on the terms described in “—Executive Employment Arrangements—Potential Payments upon Termination or Change of Control.”

(11) This exercise price per share reflects the impact of the repricing described in “—Fiscal 2018 Option Repricing.”

Fiscal 2018 Executive Officer Compensation Decisions

In the first quarter of fiscal 2018, our compensation committee, with input from our chief executive officer (except with respect to his own compensation) and Radford, an Aon Hewitt Company, an independent compensation consultant, increased the base salaries of certain of our executive officers, including certain of our named executive officers, to competitive levels of similarly situated technology companies. The fiscal 2018 base salaries for these named executive officers were increased to the levels described in the “Executive Employment Arrangements” section below. The fiscal 2017 base salaries for our named executive officers are set forth in the “Summary Compensation Table” above.

In addition, our compensation committee, with input from our management and Radford, instituted a fiscal 2018 bonus plan under which our employees who are not on commission plans, including Messrs. Klein and Halifax, are eligible to earn bonuses based on our achievement of revenue and EBIT goals for fiscal 2018. The amount of target bonus under the fiscal 2018 bonus plan for each of Messrs. Klein and Halifax is based on the target amount under his employment arrangement with us, as described in the “Executive Employment Arrangements” section below. Any achieved bonus under the fiscal 2018 bonus plan is payable half in cash (except with respect to our senior executives for whom there is no cash component for bonus payments) and half in stock (through the vesting of performance-based RSUs) as long as the employee satisfies the conditions to payments. Any achieved performance-based RSUs must also satisfy a time-based component (continued service through March 15, 2018) and a performance-based component (which has the same meaning as set forth in footnote 5 to the “Fiscal 2017 Outstanding Equity Awards at Year-End” table above).

In May 2017, we granted Messrs. Klein, Halifax, McGuire and Harty one-time retention grants of: stock options to purchase 437,500 shares, 125,000 shares, 62,500 shares and 500,000 shares, respectively, of our common stock (“Retention Options”) and RSUs with respect to 2,312,500 shares, 375,000 shares, 187,500 shares and 1,500,000 shares, respectively, of our common stock (the “Retention RSUs”). In May 2017, we also granted Messrs. Klein and Halifax additional stock options to purchase 3,006,629 shares and 531,122 shares, respectively, of our common stock (the “Additional Options”). The exercise price of the Retention Options and Additional Options is $2.28 per share, the fair market value of the common stock on the date of grant as determined by the compensation committee of our board of directors. The Retention Options vest and become exercisable in equal monthly installments over the two years following the first sale of our common stock on a public securities exchange in connection with our initial public offering (the “IPO Date”), subject to the holder’s continued service through each vesting date and further subject to vesting acceleration on the terms described in “—Executive Employment Arrangements.” The Retention RSUs vest as to 3/8th of the Retention RSUs on March 15, 2018, 1/8th of the Retention RSUs every three months thereafter on the 15th day of the month, subject to the holder’s continued service through each vesting date and further subject to vesting acceleration on the terms described in “—Executive Employment Arrangements.” The Retention Options and Retention RSUs are

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forfeited if the IPO Date does not occur by July 31, 2017. The Additional Options are fully vested and exercisable on the date of grant. The equity awards described in this paragraph were granted to provide each of these executive officers with incentives to grow and expand our business. The number of shares subject to each of these awards and the vesting terms applicable thereto was determined by the compensation committee of our board of directors after considering the executive officer’s vested and unvested equity holdings (after taking into account the shares repurchased by us on the terms described in“—Loans to Executive Officers”) as well as the executive officer’s past and expected future contribution to our business, their experience, competencies, and responsibilities, and such other factors our board of directors deemed relevant.

Fiscal 2018 Option Repricing

In May 2017, we repriced each outstanding and unexercised stock options held by current service providers with an exercise price in excess of $2.28 per share (each, an “Eligible Option”), to a new exercise price of $2.28 per share, which is no less than the fair market value of our common stock as determined by our compensation committee on the date of repricing. We believe that repricing the Eligible Options is important for the growth and development of our business in order to provide the appropriate retention and motivation incentives our employees and other key service providers holding these stock options. Eligible Options held by non-employee directors and executive officers also were repriced in furtherance of these goals and, in the case of our executive officers, in order to continue to provide a substantial portion of each executive officer’s overall realizable compensation opportunity with us in the form of equity. Eligible Options covering approximately 20,577,250 shares of our common stock with a weighted average exercise price of $4.05 were repriced on May 30, 2017, including options held by Messrs. Klein, Halifax, McGuire and Harty.

Executive Employment Arrangements

Ken Klein Employment Agreement

In 2013, we entered into an employment agreement with Ken Klein, our Chairman and Chief Executive Officer. The employment agreement has no specific term and provides for at-will employment. Mr. Klein’s current annual base salary is $600,000, and he is eligible for target annual discretionary performance bonus equal to 50% of his annual base salary, based on the achievement of performance objectives determined by our board of directors after consultation with Mr. Klein and payable annually.

Under Mr. Klein’s employment agreement, if, on or within the twelve month period following a “change of control” (as defined in Mr. Klein’s employment agreement) (for the purposes of this section “—Ken Klein Employment Agreement,” the “change of control period”), we terminate Mr. Klein’s employment other than for “cause,” or Mr. Klein terminates his employment due to his death or “disability,” or Mr. Klein resigns for “good reason” (such terms are defined in Mr. Klein’s employment agreement), then Mr. Klein will be eligible to receive the following severance benefits (less applicable tax withholdings): (i) a lump sum cash amount equal to two times his then-current annual base salary and target performance bonus opportunity (but if greater, then his highest annual base salary and target performance bonus opportunity in effect during the twelve month period prior to his termination); (ii) all of his then outstanding and unvested equity awards will become fully vested and exercisable, as applicable, and any applicable performance goals will be deemed achieved at 100% of target levels; and (iii) payment of continued health coverage for him and his dependents under COBRA for up to twelve months following his termination date.

If, at any time outside of the change of control period, we terminate Mr. Klein’s employment other than for cause, or Mr. Klein terminates his employment due to his death or disability, or Mr. Klein resigns for good reason, then Mr. Klein will be eligible to receive the following severance benefits (less applicable tax withholdings): (i) continuation of his then-current annual base salary for twelve months following his termination date (but if greater, then his highest annual base salary in effect during the twelve month period prior to his termination); (ii) all of his then outstanding equity awards will become vested and exercisable (as applicable) to the same extent they otherwise would have become vested and exercisable had he remained employed with us for

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a period following his termination date equal to six months (and in the case of outstanding performance-based equity awards, applicable performance vesting criteria will be deemed achieved for such six month period at target levels); and (iii) payment of continued health coverage for him and his dependents under COBRA for up to twelve months following his termination date.

To receive any applicable severance benefits upon a qualifying termination, Mr. Klein must sign and not revoke a release of claims in our favor within the timeframe set forth in his employment agreement.

If any severance or other benefits provided for in Mr. Klein’s employment agreement or otherwise payable to him constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, Mr. Klein would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to Mr. Klein. Mr. Klein’s employment agreement does not require us to provide any tax gross-up payments to him.

Ian Halifax Offer Letter

In 2013, we entered into an offer letter with Ian Halifax, our Chief Financial Officer, and amended the offer letter in August and September of 2016. The offer letter has no specific term and provides for at will employment. Mr. Halifax’s current annual base salary is $385,000, and he is eligible for a target annual performance bonus equal to 50% of his annual base salary, based on the achievement of performance objectives determined by us in our sole discretion.

Under Mr. Halifax’s amended offer letter, if we terminate Mr. Halifax’s employment other than for “cause”, death or “disability” or Mr. Halifax resigns for “good reason” during the period from three months prior to until 12 months following a “change of control” (such terms as defined in Mr. Halifax’s amended offer letter) (such period, the “change of control period”), Mr. Halifax will be eligible to receive the following severance benefits (less applicable tax withholdings): (i) all of his then outstanding and unvested equity awards will become fully vested and exercisable (and any applicable performance goals will be deemed achieved at 100% of target levels); (ii) continuation of his then-current annual base salary for 12 months following the termination date and payment of an amount equal to his then-current annual performance bonus, paid in equal installments over the 12 month period following his termination date; and (iii) reimbursement of continued health coverage for him and his dependents for a period of up to 12 months following his termination date, or taxable monthly payments in lieu of reimbursement, as applicable.

If we terminate Mr. Halifax’s employment other than for cause, or Mr. Halifax resigns for good reason at any time other than during the change of control period, the stock option to purchase shares of company common stock that was granted to Mr. Halifax on December 2, 2013 under our 2008 Stock Plan will become vested to the same extent it otherwise would have become vested had Mr. Halifax remained employed with us for a period following his termination date equal to the greater of six months or 12 months less the number of Mr. Halifax’s full months of continuous employment with us.

If we terminate Mr. Halifax’s employment other than for cause, or Mr. Halifax resigns for good reason because of a material reduction of his base salary or annual performance bonus at any time prior to the earlier of the closing of our initial public offering or the commencement of the change of control period, Mr. Halifax will be eligible to receive the following severance benefits: (i) continuing payments of an aggregate amount equal to the sum of: (A) 100% of his annual base salary and 100% of his target annual performance bonus, each as in effect immediately prior to his employment termination, plus (B) $500,000, paid in equal installments over the 12 month period following his termination date and (ii) reimbursement of continued health coverage for him and his dependents for a period of up to 12 months following his termination date, or taxable monthly payments in lieu of reimbursement, as applicable.

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If we terminate Mr. Halifax’s employment other than for cause at any time on or after the earlier of the closing of our initial public offering or the commencement of the change of control period, and other than during the change of control period, or Mr. Halifax resigns for good reason at any time other than during the change of control period (except if Mr. Halifax resigns for good reason because of a material reduction in his annual base salary or target annual performance bonus prior to the earlier of the closing of our initial public offering or the commencement of the change of control period), Mr. Halifax will be eligible to receive the following severance benefits: (i) continuing payments of an aggregate amount equal to the sum of: one-half of his annual base salary and one-half of his target annual performance bonus, each as in effect immediately prior to his employment termination (or 100% of his annual base salary in the event such termination of employment occurs following our initial public offering), paid in equal installments over the six month period following his termination date (following our initial public offering, then 12 months) and (ii) reimbursement of continued health coverage for him and his dependents for a period of up to six months following his termination date (following our initial public offering, then 12 months), or taxable monthly payments in lieu of reimbursement, as applicable.

In order to receive the severance benefits upon a qualifying termination, Mr. Halifax must sign and not revoke a separation agreement and a release of claims in our favor within the timeframe set forth in his amended offer letter.

Michael McGuire Offer Letter

In 2015, we entered into an offer letter with Michael McGuire, our Chief Sales Officer. The offer letter has no specific term and provides for at will employment. Mr. McGuire’s current annual base salary is $350,000, and his current annual on-target incentive compensation opportunity is $350,000. Pursuant to the terms of his offer letter, Mr. McGuire received an option to purchase shares of our common stock, the material terms of which are described in the “Fiscal 2017 Outstanding Equity Awards at Year-End” table. Mr. McGuire agreed to forfeit his rights to the severance and change of control benefits under his offer letter in exchange for the right to receive severance and change of control benefits under our Executive Change of Control and Severance Policy, as more fully described in “Executive Employment Arrangements—Potential Payments upon Termination or Change of Control.”

Potential Payments upon Termination or Change of Control

We adopted an Executive Change of Control and Severance Policy, or the policy, for Mr. McGuire and certain other executive officers (other than Mr. Klein and Mr. Halifax) and key employees, or participants. Under the policy, if we terminate Mr. McGuire other than for “cause,” death or “disability” or he resigns for “good reason”, in each case, during the period from three months prior to until twelve months following a “change of control” (for the purposes of this section “—Potential Payments Upon Termination or Change of Control,” the “change of control period”) (such terms are defined in the policy), he will be eligible to receive the following severance benefits (less applicable tax withholdings): (i) a lump sum cash amount equal to twelve months of his then-current annual base salary (or in the case that he resigns for good reason based on a material reduction in base salary and if greater, the annual base salary in effect prior to such reduction) or if greater, at the level in effect immediately before the change of control; (ii) 100% of his then outstanding and unvested equity awards will become fully vested and exercisable, if applicable, and any applicable performance goals will be deemed achieved at 100% of target levels; (iii) a lump sum cash amount equal to 100% of his target annual bonus opportunity in effect for the fiscal year in which the termination occurs; and (iv) payment or reimbursement of continued health coverage for him and his dependents under COBRA for a period of up to twelve months, or a taxable lump sum payment in lieu of such payment or reimbursement, as applicable.

Further, under the policy, if Mr. McGuire is terminated other than for cause, death or disability any time other than during the change of control period, he will be eligible to receive the following severance benefits (less applicable tax withholding): (i) continuation of his then-current annual base salary for six months following his termination date (increasing to twelve months if the termination date follows the completion of this offering);

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and (ii) payment or reimbursement of continued health coverage for him and his dependents for a period of up to six months (increasing to twelve months if his termination date follows the completion of this offering), or a taxable lump sum payment in lieu of such payment or reimbursement, as applicable.

To receive the severance benefits upon a qualifying termination, Mr. McGuire must sign and not revoke our standard separation agreement and release of claims within the timeframe set forth in the policy. If we discover after he receives severance benefits that grounds for terminating him for cause existed, he will not receive any further severance benefits under the policy, and to the extent permitted by law, he will be required to repay to us any severance benefits (or gain from such benefits) he received under the policy.

If any of the payments provided for under the policy or otherwise payable to Mr. McGuire would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to the related excise tax under Section 4999 of the Internal Revenue Code, then he will be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to him. The policy does not require us to provide any tax gross-up payments to Mr. McGuire or any other participant.

Mr. Klein and Mr. Halifax are not eligible to participate in the policy and are only eligible to receive potential termination or change of control payments pursuant to their employment agreement or offer letter, as applicable, as described in “—Executive Employment Arrangements—Ken Klein Employment Agreement” and in “—Executive Employment Arrangements—Ian Halifax Offer Letter.”

Employee Benefit and Stock Plans

2017 Equity Incentive Plan

Our board of directors has adopted, and we expect our stockholders to approve, our 2017 Equity Incentive Plan, or 2017 Plan, prior to the completion of this offering. Subject to stockholder approval, the 2017 Plan will be effective one business day prior to the effectiveness of the registration statement of which this prospectus is made a part and is not expected to be utilized until after the completion of this offering. Our 2017 Plan will provide for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue 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 will be reserved for issuance pursuant to the 2017 Plan. In addition, the shares reserved for issuance under our 2017 Plan will also include (i) those shares reserved but unissued under our 2008 Plan as of the effective date described above and (ii) shares returned to our 2008 Plan as the result of expiration or termination of options (provided that the maximum number of shares that may be added to the 2017 Plan pursuant to (i) and (ii) is                 shares). The number of shares available for issuance under the 2017 Plan will also include 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 year; or

• such other amount as our board of directors may determine.

Plan Administration. Our compensation committee will administer our 2017 Plan. Subject to the provisions of our 2017 Plan, the administrator will have the power 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

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reduce their exercise price, 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 with a higher or lower exercise price.

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 term of all other options.

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 twelve 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.

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, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant. 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.

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. Shares of restricted stock that do not vest are subject to our right of repurchase or forfeiture.

Restricted Stock Units. Restricted stock units may be granted under our 2017 Plan. Restricted stock units are bookkeeping entries representing an amount equal to the fair market value of one share of our common stock. The administrator will determine the terms and conditions of restricted stock units, 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.

Performance Units and Performance Shares. Performance units and performance shares may be granted under our 2017 Plan. Performance units and performance shares 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 in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out to participants. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares, or in some combination thereof.

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Non-Employee Directors. Our 2017 Plan will provide 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 will provide that in any given year a non-employee director will not receive (i) cash-settled awards having a grant-date fair value greater than $        , increased to $         in connection with his or her initial service; and (ii) stock-settled awards having a grant-date fair value greater than $        , increased to $         in connection with his or her initial service, in each case, as determined under GAAP. 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—Director Compensation.”

Non-Transferability of Awards. Unless the administrator provides otherwise, our 2017 Plan generally will not allow for the transfer of awards, and only the recipient of an award may exercise an award, if applicable, 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.

Merger or Change in Control. Our 2017 Plan will provide that in the event of a merger or change in control, as defined in the 2017 Plan, each outstanding 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, then 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, as applicable. If the service of an outside director is terminated on or following a change in control, other than pursuant to a voluntary resignation, his or her options, stock appreciation rights and restricted stock units, if any, will vest and become immediately exercisable, all restrictions on his or her restricted stock will lapse, all performance goals or other vesting requirements for his or her performance shares and units will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met, as applicable.

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.

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2017 Employee Stock Purchase Plan

Our board of directors has adopted, and we expect our stockholders will approve, our 2017 Employee Stock Purchase Plan, or ESPP, prior to the completion of this offering. Subject to stockholder approval, the ESPP will become effective on the date of its adoption 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.

Authorized Shares. A total of                 shares of our common stock will be made available for sale under the ESPP. In addition, our ESPP provides for annual increases in the number of shares available for issuance under the plan on the first day of each fiscal year beginning in 2019, equal to the least of:

•                 shares;

•     % of the outstanding shares of our common stock on the last day of our immediately preceding year; or

• such amount as determined by our board of directors.

Plan Administration. Our compensation committee will administer the ESPP, and will have 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, all of our employees will be eligible to participate if they are employed by us, or any designated subsidiary, 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. Our ESPP will be intended to qualify under Section 423 of the Internal Revenue Code. Each offering period will include purchase periods, which will be approximately         months commencing with one exercise date and ending with the next exercise date. The offering periods will be 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 effectiveness of the registration statement of which this prospectus is made a part and will end on the first trading day on or after                 .

Our ESPP will permit participants to purchase shares of common stock through payroll deductions of up to     % of their eligible compensation. A participant may purchase a maximum of             shares during each purchase period.

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         month purchase period. The purchase price of the shares will be     % of the lower of the fair market value of our common stock on the first trading day of each offering period or on the purchase date. 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 common stock. Participation will end automatically upon termination of employment with us.

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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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. Our board of directors will have the authority to amend, suspend, or terminate our ESPP, except that, subject to certain exceptions described in the ESPP, no such action may adversely affect any outstanding rights to purchase stock under our ESPP.

2008 Stock Plan

Our board of directors and our stockholders adopted our 2008 Stock Plan, or 2008 Plan, in August 2008. Our 2008 Plan was most recently amended in May 2017 to increase the shares of common stock reserved for issuance by an additional 14,923,169 shares. Our 2008 Plan will be terminated prior to the effectiveness of our 2017 Plan, and accordingly, no new awards will be granted under our 2008 Plan following its termination. All outstanding awards under our 2008 Plan will continue to be governed by their existing terms. As of January 31, 2017, options to purchase 22,673,685 shares of our common stock remained outstanding under our 2008 Plan at a weighted-average exercise price of approximately $3.43 per share, 1,716,600 RSUs remained outstanding under our 2008 Plan and no shares of restricted stock remained outstanding under our 2008 Plan. In May 2017, we repriced outstanding and unexercised stock options held by current service providers covering a total of 20,577,250 shares of our common stock with a weighted average exercise price of $2.28 per share, to a new exercise price of $2.28 per share, which is no less than the fair market value of our common stock as determined by our compensation committee on such date. Except as described in this paragraph below, options, restricted stock and RSUs granted under our 2008 Plan are subject to terms generally similar to those described above with respect to options, restricted stock and RSUs that may be granted under our 2017 Plan. Upon a termination of service, shares underlying an option granted under our 2008 Plan may be subject to a repurchase right by us, and upon a notification to the participant of termination by us for “cause” (as defined in the 2008 Plan), an option will terminate immediately, and the shares acquired under the option will be subject to certain forfeiture rights in favor of us. In addition, for certain participants, upon a termination of service for cause, we will have the right to repurchase the participant’s shares of restricted stock that have previously vested under certain circumstances. In the event of a “corporate transaction” (as defined in the 2008 Plan), the administrator of our 2008 Plan may, in its discretion, (i) provide for the assumption or substitution of, or adjustment to, each outstanding award by the successor corporation or a parent or subsidiary of the successor corporation; (ii) accelerate the vesting and termination of outstanding awards; and/or (iii) provide for termination of awards on such terms and conditions as it deems appropriate, including providing for the cancellation of awards for a cash payment to the award holder. Our 2008 Plan generally does not allow for the transfer of awards and only the recipient of an award may exercise the award during his or her lifetime. Our board of directors may amend our 2008 Plan at any time, provided that such amendment does not materially or adversely affect the rights of any participant under any outstanding award without the participant’s written consent.

Executive Incentive Compensation Plan

Our compensation committee adopted an Executive Incentive Compensation Plan, which we refer to as our Bonus Plan. Our Bonus Plan gives our compensation committee, in its discretion, the ability to grant future incentive awards (payable in cash or grants of equity awards) to selected employees, including our named executive officers, based upon the achievement of performance goals established by our compensation committee. Pursuant to the Bonus Plan, our compensation committee, in its sole discretion, may 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,

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determines the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, 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, and individual objectives such as MBOs, 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 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 under the Bonus Plan 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, or company-wide basis. The performance goals may differ from participant to participant and from award to award.

Our compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award or 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 increase, reduction or elimination on the basis of such factors as it deems relevant, and it will not be required to establish any allocation or weighting with respect to the factors it considers.

Actual awards will generally be 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 15th 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 retirement plan, or the 401(k) plan, that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) plan as of the first day of the month following the date they meet the 401(k) plan’s eligibility requirements, and participants are able to defer eligible compensation up to applicable annual Internal Revenue Code limits. All participants’ interests in their deferrals are 100% vested when contributed.

The 401(k) plan permits us to make matching contributions and profit sharing contributions to eligible participants, although we have not made any such contributions to date.

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Limitation on Liability and Indemnification Matters

Our amended and restated certificate of incorporation and amended and restated bylaws, each to be effective immediately prior to 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 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.

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 to our directors, 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 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 AND OTHER TRANSACTIONS

The following is a description of certain relationships and transactions since January 1, 2014 involving our directors, executive officers or beneficial holders of more than 5% of our capital stock. Compensation arrangements and indemnification arrangements with our directors and officers are described in “Management— Director Compensation,” “Executive Compensation” and “Management.”

Private Placements

Series F Preferred Stock Financing

In July 2015, we issued and sold an aggregate of 16,969,165 shares of our Series F preferred stock at a purchase price of $7.34 per share, for an aggregate purchase price of approximately $124.6 million. Purchasers of our Series F preferred stock include certain of our named executive officers and venture capital funds that beneficially own 5% or more of our outstanding capital stock and/or were represented on our board of directors. The following table presents the number of shares and the total purchase price paid by only these persons and entities and not the total number of shares and total purchase price paid by all investors in this financing:

Investor	Shares of Series F Preferred Stock		Total Purchase Price
Entities affiliated with Silver Lake(1)		9,128,066	$	67,000,004
Entities affiliated with Insight Venture Partners(2)		3,405,995	$	25,000,004
New Enterprise Associates 12, Limited Partnership(3)		2,043,597	$	15,000,002
Lightspeed Venture Partners VIII, L.P.(4)		681,199	$	5,000,001
Ken Klein		40,872	$	300,000
Ian Halifax		27,248	$	200,000

(1) Entities affiliated with Silver Lake holding our securities whose shares are aggregated for purposes of reporting share ownership information include Silver Lake Kraftwerk Fund, L.P. and Silver Lake Technology Investors Kraftwerk, L.P. Adam Grosser, a member of our board of directors, is affiliated with Silver Lake.

(2) Entities affiliated with Insight Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Insight Venture Partners VIII, L.P., Insight Venture Partners (Delaware) VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., Insight Venture Partners VIII (Co-Investors), L.P. and Star Trinity, L.P. Jeffrey Horing, a former member of our board of directors, is affiliated with Insight Venture Partners and Star Trinity, L.P.

(3) Peter Sonsini, a member of our board of directors, is affiliated with New Enterprise Associates 12, Limited Partnership.

(4) Christopher Schaepe, a member of our board of directors, is affiliated with Lightspeed Venture Partners VIII, L.P. or Lightspeed.

Series E Preferred Stock Financing

In January 2014, we issued and sold an aggregate of 9,849,995 shares of our Series E preferred stock at a purchase price of $7.24638 per share, for an aggregate purchase price of approximately $71.4 million. Purchasers of our Series E preferred stock include venture capital funds that beneficially own 5% or more of our outstanding capital stock and/or were represented on our board of directors. The following table presents the number of shares and the total purchase price paid by only these entities and not the total number of shares and total purchase price paid by all investors in this financing:

Investor	Shares of Series E Preferred Stock		Total Purchase Price
Entities affiliated with Insight Venture Partners(1)		5,519,998	$	40,000,003
New Enterprise Associates 12, Limited Partnership(2)		2,531,206	$	18,342,081
Lightspeed Venture Partners VIII, L.P.(3)		1,249,986	$	9,057,874

(1) Entities affiliated with Insight Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Insight Venture Partners VIII, L.P., Insight Venture Partners (Delaware) VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P. and Insight Venture Partners VIII (Co-Investors), L.P. Jeffrey Horing, a former member of our board of directors, is affiliated with Insight Venture Partners.

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(2) Peter Sonsini, a member of our board of directors, is affiliated with New Enterprise Associates 12, Limited Partnership.

(3) Christopher Schaepe, a member of our board of directors, is affiliated with Lightspeed.

Series E-1 Preferred Stock Financing

In January 2014, we issued and sold an aggregate of 500,000 shares of our Series E-1 preferred stock at a purchase price of $7.24638 per share, for an aggregate purchase price of approximately $3.6 million. The purchaser of our Series E-1 preferred stock is a venture capital fund that beneficially owns 5% or more of our outstanding capital stock and/or was represented on our board of directors. The following table presents the number of shares and the total purchase price paid by only this entity and not the total number of shares and total purchase price paid by all investors in this financing:

Investor	Shares of Series E-1 Preferred Stock		Total Purchase Price
Lightspeed Venture Partners VIII, L.P.(1)		500,000	$	3,623,190

(1) Christopher Schaepe, a member of our board of directors, is affiliated with Lightspeed.

For information on amendments to the common stock conversion ratios applicable to the Series E, E-1 and F preferred stock, see “—Issuance of Common Stock and Warrants.”

Investors’ Rights Agreement

In July 2015, we entered into an amended and restated investors’ rights agreement with the holders of our preferred stock, including Ken Klein, our Chairman and Chief Executive Officer and a member of our board of directors, Ian Halifax, our Chief Financial Officer, and Kieran Harty, our Chief Technology Officer and a member of our board of directors, Cari Harty, Mr. Harty’s spouse, and entities affiliated with each of Insight Venture Partners, Lightspeed, NEA and Silver Lake, each of which beneficially owns 5% or more of our capital stock or with which certain of our directors or former director 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 “Description of Capital Stock—Registration Rights.”

Loans to Executive Officers

We entered into a partially recourse note and security agreement with Ken Klein, our Chairman and Chief Executive Officer and a member of our board of directors, in October 2013. In connection with this promissory note, we loaned Mr. Klein $6,398,302 for the purchase price of 4,127,937 shares of our common stock issued pursuant to the exercise of stock options held by Mr. Klein. This loan bore interest at the rate of 1.92% per annum. As of January 31, 2017, the outstanding balance of this loan was $6,812,181. On June 1, 2017, Mr. Klein repaid this loan in full through our repurchase of 3,006,629 shares of his common stock. Such shares were valued at $2.28 per share, which is the fair market value of our common stock as determined by the compensation committee of our board of directors on the date of repurchase.

We entered into a full recourse note and security agreement with Ian Halifax, our Chief Financial Officer, in December 2013. In connection with this promissory note, we loaned Mr. Halifax $1,144,412 for the purchase price of 738,330 shares of our common stock issued pursuant to the exercise of a stock option held by Mr. Halifax. This loan bore interest at the rate of 1.64% per annum. As of January 31, 2017, the outstanding balance of this loan was $1,204,480. On June 1, 2017, Mr. Halifax repaid this loan in full through our repurchase of 531,122 shares of his common stock. Such shares were valued at $2.28 per share, which is the fair market value of our common stock as determined by the compensation committee of our board of directors on the date of repurchase.

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Note Purchase Agreement

In May 2017, we entered into a Note Purchase Agreement with certain of our preferred stockholders pursuant to which such stockholders have agreed to purchase from us, and we have agreed to sell to such stockholders, one or more subordinated convertible promissory notes, or Notes, having a maximum aggregate principal amount of $25 million. Parties to the Note Purchase Agreement include venture capital funds that beneficially own 5% or more of our outstanding capital stock and/or were represented on our board of directors. Subject to the terms and conditions set forth in the Note Purchase Agreement, the Notes may be issued and sold in one or more tranches in aggregate amounts to be determined by us pursuant to approval of a majority of the members of the our board of directors. Within 30 days of us providing a written notice to the relevant stockholders that we intend to draw funds under a tranche, the stockholders are required to purchase their applicable amount of Notes. The following table presents the aggregate principal amount of Notes that such stockholders have committed to purchase in one or more closings under the Note Purchase Agreement:

Investor	Aggregate Principal Amount
New Enterprise Associates 12, Limited Partnership(1)	$	9,525,836
Lightspeed Venture Partners VIII, L.P.(2)	$	6,280,682
Entities affiliated with Silver Lake(3)	$	3,806,865
Entities affiliated with Insight Venture Partners(4)	$	3,722,591

(1) Peter Sonsini, a member of our board of directors, is affiliated with New Enterprise Associates 12, Limited Partnership.

(2) Christopher Schaepe, a member of our board of directors, is affiliated with Lightspeed Venture Partners VIII, L.P.

(3) Entities affiliated with Silver Lake holding our securities whose shares are aggregated for purposes of reporting share ownership information include Silver Lake Kraftwerk Fund, L.P. and Silver Lake Technology Investors Kraftwerk, L.P. Adam Grosser, a member of our board of directors, is affiliated with Silver Lake.

(4) Entities affiliated with Insight Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Insight Venture Partners VIII, L.P., Insight Venture Partners (Delaware) VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., Insight Venture Partners VIII (Co-Investors), L.P. and Star Trinity, L.P. Jeffrey Horing, a former member of our board of directors, is affiliated with Insight Venture Partners.

As of the date hereof, no Notes have been issued and sold under the Note Purchase Agreement. The obligations of us to issue and the stockholders to purchase Notes will expire upon the earliest to occur of (i) April 30, 2018, (ii) the closing of the initial public offering of our common stock, or (iii) our issuance and sale of equity or debt securities for aggregate gross proceeds of at least $25.0 million.

If and when issued, the Notes will have an interest rate of 5.0% per annum and will mature one year from the date of issuance. If we issue and sell shares of preferred stock for aggregate gross proceeds of at least $20 million (a “Qualified Financing”), prior to the maturity of the Notes, the Notes will convert into shares of our preferred stock at a price equal to 90% of the purchase price per share in the Qualified Financing. If we issue and sell shares of preferred stock in a financing that does not constitute a Qualified Financing, then upon the election of the holders of at least 66 and 2/3% of the aggregate principal amount of Notes, the Notes will convert into shares of preferred stock at a price equal to the purchase price per share in such non-Qualified Financing. If we complete the initial public offering of our common stock prior to a financing transaction or the repayment of the Notes, the Notes will convert into shares of our common stock at a price equal to 90% of the offering price per share in such offering.

The Notes may not be prepaid without the written consent of holders of 2/3 of the aggregate outstanding principal amount of Notes. In the event of a change of control of the company, as defined in the Note Purchase Agreement, the outstanding principal amount of the Notes, plus all accrued and unpaid interest, in each case that has not otherwise been converted into equity securities, will be due and payable immediately prior to the closing of such change of control together with a premium equal to 50% of the outstanding principal amount to be prepaid.

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Issuance of Common Stock and Warrants

In June 2017, we amended our certificate of incorporation to eliminate certain variable rate anti-dilution adjustments to the conversion ratios of the Series E, E-1 and F preferred stock that would otherwise result from the issuance of shares in this offering and replace them with certain fixed conversion ratios for purposes of this offering. Pursuant to these fixed conversion ratios, an additional 44,292,340 shares of our common stock will be issued to holders of our Series E, E-1 and F preferred stock, as well as holders of our newly created shares of E-2 and F-2 preferred stock, who we refer to as the Series E-2 and F-2 Holders, upon the conversion of their shares immediately prior to the closing of this offering. We also issued warrants to purchase up to 10,000,000 shares of common stock to the Series E-2 and F-2 Holders. The warrants have a term of ten years from the date of grant and have an exercise price of $2.74 per share, which represents 1.2x the fair market value of our common stock as of the date of grant. The warrants may be exercised on a cashless basis. The issuance of additional shares of common stock and the exercisability of the warrants shall occur only in the event that we conduct an IPO on or before July 30, 2017.

Stockholders participating in the foregoing transactions include members of our board of directors and executive officers, as well as venture capital funds that beneficially own 5% or more of our outstanding capital stock and/or were represented on our board of directors. The following table summarizes the issuance of common stock and warrants to purchase common stock to related persons:

	Number of Additional Shares of Common Stock		Number of Shares Purchasable Upon Exercise of Warrants
Entities affiliated with Silver Lake Kraftwerk(1)		18,256,132		—
Entities affiliated with Insight Venture Partners(2)		17,851,986		—
New Enterprise Associates 12, Limited Partnership(3)		3,120,645		5,827,346
Lightspeed Venture Partners XIII, L.P.(4)		1,658,403		3,096,823
Entities affiliated with Menlo Ventures(5)		576,126		1,075,831
Ken Klein		81,744		—
Ian Halifax		54,496		—

(1) Entities affiliated with Silver Lake holding our securities whose shares are aggregated for purposes of reporting share ownership information include Silver Lake Kraftwerk Fund, L.P. and Silver Lake Technology Investors Kraftwerk, L.P. Adam Grosser, a member of our board of directors, is affiliated with Silver Lake.

(2) Entities affiliated with Insight Venture Partners holding our securities whose shares are aggregated for purposes of reporting share ownership information include Insight Venture Partners VIII, L.P., Insight Venture Partners (Delaware) VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., Insight Venture Partners VIII (Co-Investors), L.P. and Star Trinity, L.P. Jeffrey Horing, a former member of our board of directors, is affiliated with Insight Venture Partners.

(3) Peter Sonsini, a member of our board of directors, is affiliated with New Enterprise Associates 12, Limited Partnership.

(4) Christopher Schaepe, a member of our board of directors, is affiliated with Lightspeed Venture Partners VIII, L.P.

(5) Entities affiliated with Menlo Ventures whose shares are aggregated for purposes of reporting share ownership information include Menlo Ventures XI, L.P. and MMEF XI, L.P.

Policies and Procedures for Related Party Transactions

Immediately following the completion of this offering, the audit committee will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. For purposes of this responsibility, a related person will be defined as a director, executive officer, nominee for director or a stockholder who beneficially owns greater than 5% of our outstanding common stock and their affiliates, in each case since the beginning of the most recently completed fiscal year, and their immediate family members. Our audit committee charter will provide that the audit committee shall review and approve or disapprove any related

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party transactions. As of the date of this prospectus, we have not adopted any formal standards, responsibilities or procedures governing the review and approval of related-party transactions, but we expect that our audit committee will do so in the future.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock at March 31, 2017, after giving effect to the automatic conversion of all outstanding shares of our convertible preferred stock into shares of common stock, and as adjusted to reflect the sale of common stock in this offering, for:

• each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock;

• each of our directors;

• each of our named executive officers; and

• all of our current directors and executive officers 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 by the footnotes below, we believe, based on information furnished to us, that 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 owned, subject to applicable community property laws.

Applicable percentage ownership prior to this offering is based on (i) 133,965,690 shares of common stock outstanding at March 31, 2017, after giving effect to the conversion of all outstanding shares of convertible preferred stock into shares of common stock and (ii) the issuance of 10,000,000 shares of common stock upon the assumed exercise of warrants that are exercisable within 60 days of the completion of this offering. Applicable percentage ownership of our common stock after this offering is based on (i) 133,965,690 shares of common stock outstanding at March 31, 2017, after giving effect to the conversion of all outstanding shares of convertible preferred stock into shares of common stock, (ii) the issuance of 10,000,000 shares of common stock upon the assumed exercise of warrants that are exercisable within 60 days of the completion of this offering and (iii) the sale by us of shares of common stock in this offering, assuming that the underwriters do not exercise their option to purchase additional shares. 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 equity awards held by the person that are currently exercisable or exercisable within 60 days of March 31, 2017. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

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Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Tintri, Inc., 303 Ravendale Drive, Mountain View, CA 94043.

	Shares Beneficially Owned Prior to the Offering					Shares Beneficially Owned After the Offering
Name of Beneficial Owner	Number of Shares		%			Number of Shares		%
5% Stockholders:
Entities affiliated with New Enterprise Associates(1)		31,788,952		22.7	%		31,788,952
Lightspeed Venture Partners VIII, L.P.(2)		19,814,986		14.5	%		19,814,986
Entities affiliated with Insight Venture Partners(3)		27,022,863		20.2	%		27,022,863
Entities affiliated with Silver Lake Kraftwerk(4)		27,384,198		20.4	%		27,384,198
Named Executive Officers and Directors:
Ken Klein(5)		5,132,553		3.8	%		5,132,553
Ian Halifax(6)		989,344		*			989,344
Michael McGuire(7)		471,250		*			471,250
John Bolger(8)		61,979		*			61,979
Charles Giancarlo(9)		29,166		*			29,166
Adam Grosser(10)		27,384,198		20.4	%		27,384,198
Kieran Harty(11)		11,083,966		8.2	%		11,083,966
Harvey Jones(12)		276,453		*			276,453
Christopher Schaepe(13)		19,814,986		14.5	%		19,814,986
Peter Sonsini(14)		31,788,952		22.7	%		31,788,952
All executive officers and directors as a group (10 persons)(15)		97,032,847		66.6	%		97,032,847

* Represents beneficial ownership of less than one percent (1%).

(1) Consists of (i) 22,810,961 shares held of record by New Enterprise Associates 12, Limited Partnership (“NEA 12”), (ii) 30,000 shares held of record by NEA Ventures 2008, Limited Partnership (“Ven 2008”), (iii) 3,120,645 additional shares of common stock issuable to NEA 12 upon conversion of the preferred stock in connection with this offering and (iv) warrants we have issued to NEA 12 to purchase up to 5,827,346 shares of common stock that are exercisable within 60 days of the completion of this offering. The shares directly held by NEA 12 are indirectly held by NEA Partners 12, Limited Partnership (“NEA Partners 12”), the sole general partner of NEA 12, NEA 12 GP, LLC (“NEA 12 LLC”), the sole general partner of NEA Partners 12 and each of the individual Managers of NEA 12 LLC. The individual Managers of NEA 12 LLC are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The shares directly held by Ven 2008 are indirectly held by Karen P. Welsh, the general partner of Ven 2008. Messrs. Barrett, Barris, Baskett, Kerins and Sandell, and NEA Partners 12 and NEA 12 LLC share voting and dispositive power with regard to our securities directly held by NEA 12. Karen P. Welsh has voting and dispositive power with regard to our securities held by Ven 2008. The address of each of these entities is 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.

(2) Consists of (i) 15,059,760 shares held of record by Lightspeed Venture Partners VIII, L.P. (“LVP VIII”), (ii) 1,658,403 additional shares of common stock issuable to LVP VIII upon conversion of the preferred stock in connection with this offering and (iii) warrants we have issued to LVP VIII to purchase up to 3,096,823 shares of common stock that are exercisable within 60 days of the completion of this offering. Lightspeed Ultimate General Partner VIII, Ltd. (“LUGP”) is the general partner of Lightspeed General Partner VIII, L.P., which is the general partner of LVP VIII. As such, LUGP possesses the power to direct the voting and disposition of the shares owned by LVP VIII and may be deemed to have indirect beneficial ownership of the shares held by LVP VIII. Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of LUGP and possess the power to direct the voting and disposition of the shares owned by LVP VIII and may be deemed to have indirect beneficial ownership of the shares held by LVP VIII. The address for each of these entities is 2200 Sand Hill Road, Menlo Park, CA 94025.

(3) Consists of (i) 3,999,971 shares held of record by Insight Venture Partners VIII, L.P., (ii) 1,268,672 shares held of record by Insight Venture Partners (Delaware) VIII, L.P., (iii) 1,034,680 shares held of record by Insight Venture Partners (Cayman) VIII, L.P., (iv) 142,758 shares held of record by Insight Venture Partners VIII (Co Investors), L.P., (v) 2,724,796 shares held by Star Trinity, L.P., (vi) 7,696,028 additional shares of common stock issuable to Insight Venture Partners VIII, L.P. upon conversion of the preferred stock in connection with this offering, (vii) 2,440,952 additional shares of common stock issuable to Insight Venture Partners (Delaware) VIII, L.P. upon conversion of the preferred stock in connection with this offering, (viii) 1,990,746 additional shares of common stock issuable to Insight Venture Partners (Cayman) VIII, L.P. upon conversion of the preferred stock in connection with this offering, (ix) 274,668 additional shares of common stock issuable to Insight Venture Partners VIII (Co Investors), L.P. upon conversion of the preferred stock in

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connection with this offering and (x) 5,449,592 additional shares of common stock issuable to Star Trinity, L.P. upon conversion of the preferred stock in connection with this offering. The general partner of Insight Venture Partners VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., Insight Venture Partners (Delaware) VIII, L.P., and Insight Venture Partners VIII (Co Investors), L.P. (collectively, “Fund VIII”) is Insight Venture Associates VIII, L.P. The general partner of Insight Venture Associates VIII, L.P. is Insight Venture Associates VIII, Ltd., the sole shareholder of which is Insight Holdings Group, LLC. The general partner of Star Trinity, L.P. is Star Trinity GP, LLC. The sole member of Star Trinity GP, LLC is Insight Venture Management, LLC, the sole member of which is Insight Holdings Group, LLC. Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett and Jeffrey Lieberman are the members of the board of managers of Insight Holdings Group, LLC and may be deemed to hold voting and dispositive power over the shares held by Fund VIII and Star Trinity, L.P. The address for Fund VIII is c/o Insight Venture Partners, 1114 Avenue of the Americas, 36th Floor, New York, NY, 10036. The address for Star Trinity, L.P. is c/o Star Trinity GP, LLC, 1114 Avenue of the Americas, 36th Floor, New York, NY, 10036. The foregoing is not an admission by any of Insight Holdings Group, LLC, Insight Venture Associates VIII, L.P., Insight Venture Associates VIII, Ltd., Star Trinity GP, LLC or Insight Venture Management, LLC that it is the beneficial owner of any of the shares held by Fund VIII or Star Trinity, L.P.

(4) Consists of (i) 8,853,311 shares held of record by Silver Lake Kraftwerk Fund, L.P., (ii) 274,755 shares held of record by Silver Lake Technology Investors Kraftwerk, L.P, (iii) 17,706,622 additional shares of common stock issuable to Silver Lake Kraftwerk Fund, L.P. upon conversion of the preferred stock in connection with this offering and (iv) 549,510 additional shares of common stock issuable to Silver Lake Technology Investors Kraftwerk, L.P. upon conversion of the preferred stock in connection with this offering. (collectively, the “Silver Lake Shares”). Silver Lake Group, L.L.C., a Delaware limited liability company (“SLG”), is the managing member of SLTA Kraftwerk (GP), L.L.C., a Delaware limited liability company (“SLTA GP”), which is the general partner of Silver Lake Technology Associates Kraftwerk, L.P., a Delaware limited partnership (“SLTA”), which is the general partner of Silver Lake Kraftwerk Fund, L.P., a Delaware limited partnership (“SLK”). SLTA is also the general partner of Silver Lake Technology Investors Kraftwerk, L.P., a Delaware limited partnership (“SLTI”). As general partner of each of SLK and SLTI, SLTA may be deemed to share voting and dispositive power with respect to Silver Lake Shares. As the general partner of SLTA, SLTA GP and its managing member, SLG, may each be deemed to share voting and dispositive power with respect to the Silver Lake Shares. The address for each of these entities is 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.

(5) Consists of (i) 4,168,809 shares held of record by Mr. Klein, (ii) 882,000 shares subject to options exercisable within sixty days of March 31, 2017 and (iii) 81,744 additional shares of common stock issuable to Mr. Klein upon conversion of the preferred stock in connection with this offering.

(6) Consists of (i) 765,578 shares held of record by Mr. Halifax, (ii) 169,270 shares subject to options exercisable within sixty days of March 31, 2017 and (iii) 54,496 additional shares of common stock issuable to Mr. Halifax upon conversion of the preferred stock in connection with this offering.

(7) Consists of 471,250 shares subject to options exercisable within sixty days of March 31, 2017.

(8) Consists of 61,979 shares subject to options exercisable within sixty days of March 31, 2017.

(9) Consists of 29,166 shares subject to options exercisable within 60 days of March 31, 2017.

(10) Consists of the shares listed in footnote (4) above, which are held of record by entities affiliated with Silver Lake Kraftwerk.

(11) Consists of (i) 9,958,400 shares held of record by Mr. Harty, (ii) 1,016,666 shares subject to options exercisable within sixty days of March 31, 2017 and (iii) 108,900 shares held by Cari Harty, Mr. Harty’s spouse.

(12) Consists of (i) 118,120 shares held of record by H.C. Jones Living Trust, for which Mr. Jones serves as a trustee and (ii) 158,333 shares subject to options exercisable within sixty days of March 31, 2017.

(13) Consists of the shares listed in footnote (2) above, which are held of record by Lightspeed Venture Partners VIII, L.P.

(14) Consists of the shares listed in footnote (1) above, which are held of record by entities affiliated with New Enterprise Associates.

(15) Consists of (i) 64,937,258 shares beneficially owned by our executive officers and directors, (ii) 2,788,664 shares subject to options exercisable within 60 days of March 31, 2017, (iii) 23,171,420 additional shares of common stock issuable to our executive officers and directors upon conversion of the preferred stock in connection with this offering and (iv) warrants we have issued to purchase up to 8,924,169 shares of commons stock that are issuable within 60 days of the completion of this offering.

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DESCRIPTION OF CAPITAL STOCK

General

The following is a summary of the rights of our common stock and preferred stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of this offering. 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 made a part.

Immediately following the completion of this offering, our authorized capital stock will consist of 1,100,000,000 shares, with a par value of $0.00005 per share, of which:

• 1,000,000,000 shares are designated as common stock; and

• 100,000,000 shares are designated as preferred stock.

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

As of January 31, 2017, we had outstanding 133,854,232 shares of common stock, held by approximately 242 stockholders of record, and no shares of preferred stock, assuming the automatic conversion of all outstanding shares of our preferred stock into common stock at the applicable conversion rate effective immediately prior to the completion of this offering.

Pursuant to our amended and restated certificate of incorporation, holders of our common stock will be entitled to one vote on all matters submitted to a vote of stockholders; provided, however, that, except as otherwise required by law, holders of our common stock, as such, shall not be entitled to vote on any amendment to our amended and restated certificate of incorporation that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to our amended and restated certificate of incorporation. Pursuant to our amended and restated certificate of incorporation, holders of our common stock will not be entitled to cumulative voting in the election of directors. This means that the holders of a plurality of the votes cast at a meeting of stockholders will be able to elect all of the directors then standing for election. Subject to the rights, if any, of the holders of any outstanding series of preferred stock, holders of our common stock shall be entitled to receive dividends out of any of our funds legally available when, as and if declared by the board of directors. Upon the dissolution, liquidation or winding up of the company, subject to the rights, if any, of the holders of our preferred stock, the holders of shares of our common stock shall be entitled to receive the assets of the company available for distribution to its stockholders ratably in proportion to the number of shares held by them. Holders of our common stock will not have preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common stock. All outstanding shares of common stock are fully paid and nonassessable, and the shares of common stock to be issued in this offering, when paid for, will also be fully paid and nonassessable.

Preferred Stock

Pursuant to the provisions of our current certificate of incorporation, as will be in effect immediately prior to the closing of the offering, before the effectiveness of our amended and restated certificate of incorporation, all of our outstanding preferred stock will automatically convert into shares of common stock, with such conversion to be effective upon completion of this offering.

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After the completion of this offering, no shares of preferred stock will be outstanding. Pursuant to our amended and restated certificate of incorporation, our board of directors will have the authority, without further action by the stockholders, to issue from time to time up to 100,000,000 shares of preferred stock in one or more series. Our board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, redemption rights, liquidation preference, sinking fund terms and the number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock or delaying, deterring or preventing a change in control. Such issuance could have the effect of decreasing the market price of the common stock. We currently have no plans to issue any shares of preferred stock.

Warrants

As of January 31, 2017, we had outstanding warrants to purchase an aggregate of 874,500 shares of our common stock, with a weighted-average exercise price of $2.22 per share, assuming the conversion of all outstanding warrants to purchase convertible preferred stock into warrants to purchase shares of common stock. These warrants are exercisable at any time on or before their expiration dates which range from December 9, 2021 to May 14, 2023. These warrants contain 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, at the time of exercise after deduction of the aggregate exercise price. The warrants also contain provisions for the adjustment of the exercise price and the numbers of shares issuable upon the exercise in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. The holders of up to 724,500 shares that may be issued upon exercise of our warrants are entitled to registration rights with respect to such shares, as described in “—Registration Rights.”

Subsequent to January 31, 2017, we issued (i) a warrant to purchase up to 510,900 shares of Series F preferred stock at an exercise price of $2.45 per share (the “Series F Warrant”) and (ii) warrants to purchase up to 10,000,000 shares of common stock at an exercise price of $2.74 per share (the “Common Warrants”). The Series F Warrant is exercisable at any time on or before its expiration date on February 24, 2024. The Company Warrants are exercisable only in the event that we conduct an IPO on or before July 30, 2017, and have an expiration date of June 1, 2027. The Series F Warrant and Common Warrants contain 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, at the time of exercise after deduction of the aggregate exercise price. The warrants also contain provisions for the adjustment of the exercise price and the numbers of shares issuable upon the exercise in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. The holders of up to 10,510,900 shares that may be issued upon exercise of these warrants are entitled to registration rights with respect to such shares, as described in “—Registration Rights.”

Registration Rights

Following the completion of this offering, the holders of shares of our common stock issued upon conversion of our convertible preferred stock and exercise of warrants, as well as certain shares of common stock held by certain of our stockholders, or their permitted transferees are entitled to rights with respect to the registration of these shares under the Securities Act.

These rights are provided under the terms of an investors rights agreement dated July 24, 2015, as amended, or our Rights Agreement, between us and the holders of these shares, which was entered into in connection with our preferred stock financing, and include requested registration rights, piggyback registration rights and Form S-3 registration rights. In any registration made pursuant to such Rights Agreement, all fees, costs and expenses of underwritten registrations, including the reasonable fees of one special counsel for the selling holders selected by them (not to exceed $30,000), will be borne by us and underwriting discounts, selling commissions and stock transfer taxes will be borne by the holders of the shares being registered.

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In connection with the completion of this offering, each stockholder that has registration rights agreed not to sell or otherwise dispose of any securities without the prior written consent of the underwriters for a period of 180 days after the date of this prospectus, subject to certain terms and conditions. See “Underwriters” for additional information.

The registration rights provided for in our Rights Agreement will terminate five years following the completion of this offering or, with respect to any particular stockholder, when such stockholder holds less than one percent of our outstanding shares and is able to sell all of its shares pursuant to Rule 144 of the Securities Act in any 90-day period.

Requested Registration Rights

Under the terms of our Rights Agreement, the holders of applicable shares of our common stock, or their permitted transferees, are entitled to requested registration rights. 180 days after the completion of this offering, the holders of at least 66 and 2/3% 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 million, before deducting underwriter’s discounts and commissions related to the issuance. We are required to effect only three registrations pursuant to this provision of our Rights Agreement. Depending on certain conditions, however, we may defer such registration for up to 90 days once in any twelve-month period.

Piggyback Registration Rights

Under the terms of our Rights Agreement, the holders of applicable shares of our common stock, or their permitted transferees, are entitled to piggyback registration rights. 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 our Rights Agreement.

S-3 Registration Rights

Under the terms of our Rights Agreement, the holders of applicable shares of our common stock, or their permitted transferees, are also entitled to S-3 registration rights. 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 our Rights Agreement. We are required to effect only two registrations on Form S-3 within any twelve-month period. Depending on certain conditions, however, we may defer such registration for up to 90 days in any twelve-month period.

Anti-Takeover Effects of Delaware Law and Our Certificate of Incorporation and Bylaws

Our amended and restated certificate of incorporation and amended and restated bylaws to be effective immediately prior to the completion of this offering will contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, could discourage takeovers, coercive or otherwise. These provisions 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.

Issuance of Undesignated Preferred Stock. As discussed above under “—Preferred Stock,” our board of directors will have the ability to designate and issue preferred stock with voting or other rights or preferences that could deter hostile takeovers or delay changes in our control or management.

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Limits on Ability of Stockholders to Act by Written Consent or Call a Special Meeting. Our amended and restated certificate of incorporation will provide that our stockholders may not act by written consent. This limit on the ability of stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, the holders of a majority of our capital stock would not be able to amend the amended and restated bylaws or remove directors without holding a meeting of stockholders called in accordance with the amended and restated bylaws.

In addition, our amended and restated bylaws will provide that special meetings of the stockholders may be called only by the chairman of the board, the chief executive officer, the president (in the absence of a chief executive officer) or a majority of our board of directors. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Advance Notification of Stockholder Nominations and Proposals. Our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of the board of directors. These advance notice procedures may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed and may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempt to obtain control of our company.

Board Classification. Our amended and restated certificate of incorporation provides that our board of directors will be divided into three classes, one class of which is elected each year by our stockholders. The directors in each class will serve for a three-year term. For more information on the classified board of directors, see “Management—Board Composition.” Our classified board of directors may tend to discourage a third-party from making a tender offer or otherwise attempting to obtain control of us because it generally makes it more difficult for stockholders to replace a majority of the directors.

Election and Removal of Directors. Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that establish specific procedures for appointing and removing members of our board of directors. Under our amended and restated certificate of incorporation and amended and restated bylaws, vacancies and newly created directorships on our board of directors may be filled only by a majority of the directors then serving on the board of directors. Under our amended and restated certificate of incorporation and amended and restated bylaws, directors may be removed only for cause by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors.

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 our restated certificate of incorporation provides otherwise. Our restated certificate of incorporation and amended and restated bylaws do not expressly provide for cumulative voting. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board of directors’ decision regarding a takeover.

Amendment of Charter Provisions and Bylaws. 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. In addition, our amended and restated certificate of incorporation authorizes our board of directors to modify, alter or repeal our amended and restated bylaws, including to implement changes with respect to the election of our directors and other procedures related to our company that could have the effect of discouraging a third party from acquiring or attempting to acquire our company.

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Delaware Anti-Takeover Statute. We will be subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

• prior to the date of the transaction, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who are directors and also officers and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance. We also anticipate that Section 203 may discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Choice of Forum. Our amended and restated bylaws provides that the Court of Chancery of the State of Delaware will be the exclusive forum for: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a breach of fiduciary duty; (iii) any action asserting a claim against us arising under the Delaware General Corporation Law; (iv) any action regarding our amended and restated certificate of incorporation or our amended and restated bylaws; or (v) any action asserting a claim against us that is governed by the internal affairs doctrine. Our amended and restated bylaws further provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be             . The transfer agent’s address is             , and its telephone number is             .

Exchange Listing

We have applied to list our common stock on The NASDAQ Global Select Market under the symbol “TNTR.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for shares of our common stock and we cannot assure you that a liquid trading market for our common stock will develop or be sustained after this offering. Future sales of substantial amounts of shares of common stock, including shares issued upon the exercise of outstanding options, in the public market after this offering, or the possibility of these sales occurring, could adversely affect the prevailing market price for our common stock or impair our ability to raise equity capital in the future.

Based on shares outstanding as of January 31, 2017, upon the completion of this offering, a total of                  shares of common stock will be outstanding, assuming the automatic conversion of all outstanding shares of preferred stock into 107,958,277 shares of common stock immediately prior to the completion of this offering and assuming no exercises of outstanding options and warrants that were outstanding as of January 31, 2017. Of these shares, all the shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriters’ option to purchase additional shares, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held by “affiliates,” as that term is defined in Rule 144 under the Securities Act.

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 substantially all of our equity securities are subject to market stand-off agreements or have entered 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. As a result of these agreements and the provisions of our Rights Agreement described in “Description of Capital Stock—Registration Rights,” subject to the provisions of Rule 144 or Rule 701, following the expiration of the lock-up period, all shares subject to such provisions and agreements will be available for sale in the public market only if registered or pursuant to an exemption from registration under Rule 144 or Rule 701 under the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements 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 such shares (subject to the requirements of the lock-up agreements, as described below) 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 such person is entitled to sell such shares (subject to the requirements of the lock-up agreements, as described below) without complying with the public information 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 beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately                  shares immediately after this offering; or

• the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such 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

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us. Notwithstanding the availability of Rule 144, the holders of substantially all of common stock have entered into lock-up agreements as described below, and their restricted securities will become eligible for sale (subject to the above limitations under Rule 144) upon the expiration of the restrictions set forth in those agreements.

Rule 701

Rule 701, as currently in effect, 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 (subject to the requirements of the lock-up agreements, as described below) 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. However, all holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus (or until such later date that is required by the lock-up agreements, as described below) before selling such shares pursuant to Rule 701.

Lock-Up Agreements

We and all directors and officers and the holders of substantially all of our outstanding stock and stock options have agreed or will agree that, without the prior written consent of Morgan Stanley & Co. LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus, or the restricted period:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned, as such term is used in Rule 13d-3 of the Exchange Act, by the locked-up party or any securities convertible into or exercisable or exchangeable for shares of common stock;

• in our case, 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 Morgan Stanley & Co. LLC on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock. The restrictions described above are subject to certain exceptions set forth in “Underwriters.”

Registration Rights

The holders of (a) 118,722,735 shares of common stock and (b) up to 11,235,400 shares that may be issued upon exercise of our warrants, or their transferees, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See “Description of Capital Stock—Registration Rights” for additional information.

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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 our stock 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.

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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 tax consequences to non-U.S. holders (as defined below) of the ownership and disposition of our common stock but 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, or the Internal Revenue Code, 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 tax consequences different from those set forth below. No ruling on the U.S. federal, state, or local tax considerations relevant to our operations or to the purchase, ownership or disposition of our shares, has been requested from the IRS or other tax authority. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This summary also does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction, or under 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, regulated investment companies or real estate investment trusts;

• persons subject to the alternative minimum tax or Medicare contribution tax on net investment income;

• tax-exempt organizations or governmental organizations;

• 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);

• U.S. expatriates and certain former citizens or long-term residents of the United States;

• partnerships or entities classified as partnerships for U.S. federal income tax purposes or 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 Internal Revenue Code; or

• persons deemed to sell our common stock under the constructive sale provisions of the Internal Revenue 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 activities of the partnership. Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their tax advisors.

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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 rules 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 holder other than:

• an individual citizen or resident of the United States (for U.S. federal income 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, any state thereof, or the District of Columbia, 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)(30) of the Internal Revenue 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 “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, they 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, backup withholding and foreign accounts, 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 other appropriate version of IRS Form W-8 certifying qualification for the reduced rate. 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 the 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 maintained by you in the United States) are generally exempt from such withholding tax. In order to obtain this exemption, you must provide us with an IRS Form W-8ECI 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 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.

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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 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 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 taxable year in which the sale or disposition occurs and certain other conditions are met; or

• our common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation,” or USRPHC, for U.S. federal income tax purposes at any time within the shorter of (i) the five-year period preceding your disposition of our common stock, or (ii) 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 30% rate, 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 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, unless an applicable estate tax treaty provides otherwise. The test for whether an individual is a resident of the United States for U.S. federal estate tax purposes differs from the test used for U.S. federal income tax purposes. Some individuals, therefore, may be non-U.S. holders for U.S. federal income tax purposes, but not for U.S. federal estate tax purposes, and vice versa.

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 or of proceeds on the disposition of 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

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properly certifying your non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E or another appropriate version of IRS Form W-8.

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, or FATCA, 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 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 transition rules, are expected to apply with respect to the gross proceeds from the sale or other disposition of our common stock on or after January 1, 2019. 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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UNDERWRITERS

Under the terms and subject to the conditions to be contained in an underwriting agreement, the underwriters named below, for whom Morgan Stanley & Co. LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives, will severally agree to purchase, and we will agree to sell to them, severally, the number of shares of common stock indicated below:

Underwriters	Number of Shares
Morgan Stanley & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith                       Incorporated
Pacific Crest Securities, a division of KeyBanc Capital Markets Inc.
Needham & Company, LLC
Piper Jaffray & Co.
Raymond James & Associates, Inc.
William Blair & Company, L.L.C.
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters will offer the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement will provide 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 will be 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 will not be required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.

We will grant 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. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional                 shares of common stock.

	Total
	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us	$	$	$
Proceeds, before expenses, to us	$	$	$

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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $            . We have agreed to reimburse the underwriters for expense relating to clearance of this offering with the Financial Industry Regulatory Authority up to $            .

The underwriters have 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 “TNTR.”

We and all directors and officers and the holders of substantially all of our outstanding stock and stock options have agreed or will agree that, without the prior written consent of Morgan Stanley & Co. LLC on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus, or the restricted period:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock beneficially owned, as such term is used in Rule 13d-3 of the Exchange Act, by the locked-up party or any securities convertible into or exercisable or exchangeable for shares of common stock;

• in our case, 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 Morgan Stanley & Co. LLC on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock.

The restrictions described in the immediately preceding paragraph do not apply to certain transactions, including:

• transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares; provided that no filing under Section 16(a) of the Exchange Act is required or voluntarily made in connection with subsequent sales of the common stock or other securities acquired in such open market transactions;

• the sale of shares to the underwriters;

• transfers of shares of common stock or any security convertible into or exercisable or exchangeable for common stock (i) as a bona fide gift, or gifts, or for bona fide estate planning purposes, (ii) upon death or by will, testamentary document or intestate succession, (iii) to an immediate family member of the locked-up party or to any trust for the direct or indirect benefit of the locked-up party or one or more immediate family members of the locked-up party, or (iv) if the locked-up party is a trust, to any trustee or beneficiary of the locked-up party or the estate of any such trustee or beneficiary;

• transfers or distributions of shares of common stock or any security convertible into or exercisable or exchangeable for common stock by a stockholder that is a corporation, partnership, limited liability company or other business entity (i) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or managed by or is under common control with such stockholder or (ii) as part of a transfer or distribution to an equity holder of such stockholder or to the estate of any such equity holder;

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• the receipt by the locked-up party from us of shares of common stock upon the exercise or settlement of options or restricted stock units granted under a stock incentive plan or other equity award plan which plan is described in this prospectus or (ii) the transfer of shares of common stock or any securities convertible into common stock to us upon a vesting event of our securities or upon the exercise of options or warrants to purchase our securities granted under a stock incentive plan or other equity award plan which plan is described in this prospectus, in each case on a “cashless” or “net exercise” basis and to the extent permitted by the instruments representing such options or warrants or to cover tax obligations of the locked-up party in connection with such vesting or exercise, so long as such “cashless exercise” or “net exercise” is effected solely by the surrender of outstanding options or warrants (or the common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price and/or tax obligations; provided that in the case of (i), the shares received upon such exercise or settlement of the option or restricted stock unit are subject to the restrictions set forth above, and provided further in the cases of (i) or (ii) that no filing under Section 16(a) of the Exchange Act or any other public filing or disclosure of such transfer shall be required or shall be voluntarily made within 60 days after the date of this prospectus, and after such 60th day, if the locked-up party is required to file a report under Section 16(a) of the Exchange Act or any other public filing or disclosure of such transfer during the restricted period, the locked-up party shall include a statement in such report to the effect that, in the case of (i), such transfer relates to the exercise or settlement of options or restricted stock units, the shares of common stock received upon such transfer are subject to the restrictions set forth above and no shares or securities were sold, and in the case of (ii), the purpose of such transfer was to exercise options or warrants to purchase our securities, in each case on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the locked-up party in connection with such vesting or exercise;

• the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the locked-up party or us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the restricted period;

• the transfer of common stock or any security convertible into or exercisable or exchangeable for common stock that occurs by operation of law pursuant to a qualified domestic order in connection with a court order or in connection with a divorce settlement, provided that any filing under Section 16(a) of the Exchange Act or any other public filing or disclosure of such transfer by or on behalf of the locked-up party that is made during the restricted period as a result of such transfer shall include a statement that such transfer has occurred by operation of law;

• any transfer to us of common stock pursuant to arrangements under which we have the option to repurchase such shares or securities or a right of first refusal with respect to transfers of such shares or securities, in each case at the lower of cost or fair market value in connection with the termination of employment or service of the locked-up party with us, provided that any filings under Section 16(a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked-up party, shall state that the transfer is in connection with (i) a repurchase by us at the lower of cost or fair market value in connection with the termination of employment or service of the locked-up party with us or (ii) the exercise of our right of first refusal with respect to the transfer of such shares or securities;

• the conversion or reclassification of our outstanding preferred stock or other classes of common stock into shares of common stock in connection with the consummation of this offering, provided that any such shares of common stock received upon such conversion or reclassification shall remain subject to the restrictions set forth above;

• the transfer of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock after the closing of this offering pursuant to a bona fide third-party

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tender offer, merger, consolidation or other similar transaction made to all holders of our common stock involving 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 the underwriters pursuant to this offering, of shares of common stock if, after such transfer, such person or group of affiliated persons would hold at least a majority of our outstanding voting securities, or of the surviving entity; provided that such transaction must be approved by our board of directors and, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the common stock owned by the locked-up party shall remain subject to the restrictions set forth above;

provided that in the case of any transfer or distribution pursuant to the third, fourth and seventh bullet points above, each transferee, donee, or distributee shall sign and deliver a lock-up letter with the same restrictions as set forth above prior to such transfer or distribution;

provided further that in the case of any transfer or distribution pursuant to the third bullet point above, such transfer shall not involve a disposition of value and no filing under Section 16(a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked-up party, reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the restricted period (other than any required Form 5 filing); and

provided further that in the case of any transfer or distribution pursuant to the fourth bullet point above, such transfer shall not involve a disposition of value and no filing under Section 16(a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked-up party, reporting a reduction in beneficial ownership of shares of common stock, shall be required or shall be voluntarily made during the restricted period.

Morgan Stanley & Co. LLC, in its 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 over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could 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. The underwriters may carry out these transactions on the NASDAQ Stock Market, in the over-the-counter market, or otherwise.

We and the underwriters will agree 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

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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 the completion of this offering, there will be 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 we intend to consider 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.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, 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

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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.

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, or 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.

Canada

The shares of our 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 shares of our 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.

Switzerland

The shares of our common stock may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares of our common stock or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, us or our shares of common stock have been or will be filed with or approved by any Swiss regulatory authority. In particular,

155

this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares of our common stock.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares of our common stock to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares of our common stock offered should conduct their own due diligence on the shares of our common stock. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of twelve months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Hong Kong

The shares of our common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

156

No advertisement, invitation or document relating to the shares of our common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issue, 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 of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Japan

The shares of our common stock have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the laws 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 shares of our common stock may not be circulated or distributed, nor may shares of our common stock 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, or the SFA, (ii) to a relevant person pursuant to Section 275(1), 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 shares of our common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) 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 of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired shares of our common stock pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law;

(d) as specified in Section 276(7) of the SFA; or

(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

157

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Wilson Sonsini Goodrich & Rosati, Professional Corporation, 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 common stock representing 0.05% of our outstanding common stock as converted as of January 31, 2017.

EXPERTS

The consolidated financial statements of Tintri, Inc. as of January 31, 2016 and 2017, and for each of the years in the three-year period ended January 31, 2017, have been included herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement 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 Exchange Act and, in accordance with this law will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.tintri.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 or that can be accessed through 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.

158

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 Convertible Preferred Stock and Stockholders’ Deficit		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8

F-1

When the transactions referred to in note 16(i) and 16(l) of the notes to the consolidated financial statements have been consummated, we will be in a position to render the following report.

/s/ KPMG LLP

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

Tintri, Inc.:

We have audited the accompanying consolidated balance sheets of Tintri, Inc. and subsidiaries (the Company) as of January 31, 2016 and 2017, and the related consolidated statements of operations, comprehensive loss, convertible preferred stock and stockholders’ deficit, and cash flows for each of the years in the three-year period ended January 31, 2017. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tintri, Inc. and subsidiaries as of January 31, 2016 and 2017, and the results of their operations and their cash flows for each of the years in the three-year period ended January 31, 2017, in conformity with U.S. generally accepted accounting principles.

San Francisco, California

June 1, 2017 except as to

note 16(i) and 16(l), which are as of

F-2

TINTRI, INC.

Consolidated Balance Sheets

(in thousands, except share and per share data)

	As of January 31,						Pro forma January 31, 2017 (Note 1)
	2016			2017
							(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	50,716		$	48,048		$	48,048
Short-term investments		63,239			—			—
Accounts receivable, net		20,713			30,749			30,749
Inventories, net		3,817			6,509			6,509
Prepaid and other current assets		3,126			6,202			6,202
Total current assets		141,611			91,508			91,508
Property and equipment, net		14,630			10,410			10,410
Other long-term assets		1,916			2,984			2,984
Total assets	$	158,157		$	104,902		$	104,902
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	8,328		$	15,674		$	15,674
Accrued and other current liabilities		16,219			20,668			20,668
Deferred revenue, current		20,381			28,056			28,056
Long-term debt, current portion		7,000			—			—
Total current liabilities		51,928			64,398			64,398
Deferred revenue, non-current		21,483			28,389			28,389
Long-term debt		34,906			48,914			48,914
Other long-term liabilities		2,256			5,041			4,473
Total liabilities	$	110,573		$	146,742		$	146,174
Commitments and contingencies (Note 8)
Convertible preferred stock, par value of $0.00005 per share—63,907,437 and 63,907,437 shares authorized as of January 31, 2016 and 2017; 63,665,937 and 63,665,937 shares issued and outstanding as of January 31, 2016 and 2017; aggregate liquidation preference $259,254 and $259,254 as of January 31, 2016 and 2017; no shares issued and outstanding as of January 31, 2017, pro forma (unaudited)		257,141			257,141			—
Stockholders’ deficit:
Common stock, par value of $0.00005 per share—128,000,000 and 128,000,000 shares authorized as of January 31, 2016 and 2017; 20,757,762 and 21,768,018 shares issued and outstanding as of January 31, 2016 and 2017; 129,726,295 shares issued and outstanding as of January 31, 2017, pro forma (unaudited)		1			1			4
Additional paid-in capital		24,925			41,745			299,451
Notes receivables from stockholders		(1,361	)		(1,544	)		(1,544	)
Accumulated other comprehensive loss		(206	)		(466	)		(466	)
Accumulated deficit		(232,916	)		(338,717	)		(338,717	)
Total stockholders’ deficit		(209,557	)		(298,981	)		(41,272	)
Total liabilities, convertible preferred stock and stockholders’ deficit	$	158,157		$	104,902		$	104,902

See accompanying notes to consolidated financial statements.

F-3

TINTRI, INC.

Consolidated Statements of Operations

(in thousands, except share and per share data)

	Fiscal Year Ended January 31,
	2015			2016			2017
Revenue:
Product	$	41,420		$	68,652		$	97,330
Support and maintenance		8,379			17,360			27,775
Total revenue		49,799			86,012			125,105
Cost of revenue:
Product		17,144			25,138			34,738
Support and maintenance		4,565			7,110			9,437
Total cost of revenue		21,709			32,248			44,175
Gross Profit:
Product		24,276			43,514			62,592
Support and maintenance		3,814			10,250			18,338
Total gross profit		28,090			53,764			80,930
Operating expenses:
Research and development		28,155			43,179			53,445
Sales and marketing		55,060			87,993			108,903
General and administrative		13,941			18,773			19,364
Total operating expenses		97,156			149,945			181,712
Loss from operations		(69,066	)		(96,181	)		(100,782	)
Other expense, net:
Interest expense		(279	)		(4,407	)		(5,231	)
Other income (expense), net		(119	)		254			677
Total other expense, net		(398	)		(4,153	)		(4,554	)
Loss before provision for income taxes		(69,464	)		(100,334	)		(105,336	)
Provision for income taxes		222			634			465
Net loss	$	(69,686	)	$	(100,968	)	$	(105,801	)
Net loss per share attributable to common stockholders—basic and diluted	$	(4.22	)	$	(5.36	)	$	(5.12	)
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic and diluted		16,502,481			18,845,680			20,655,296
Pro forma net loss per share attributable to common stockholders—basic and diluted (unaudited) (Note 1)							$	(0.82	)
Pro forma weighted-average shares used in computing pro forma net loss per share attributable to common stockholder—basic and diluted (unaudited) (Note 1)								128,613,573

See accompanying notes to consolidated financial statements.

F-4

TINTRI, INC.

Consolidated Statements of Comprehensive Loss

(in thousands)

	Fiscal Year Ended January 31,
	2015			2016			2017
Net loss	$	(69,686	)	$	(100,968	)	$	(105,801	)
Other comprehensive income (loss), net of taxes:
Unrealized gains (losses) on available-for-sale investments		3			(27	)		14
Foreign currency translation adjustments		(138	)		(28	)		(274	)
Comprehensive loss, net of taxes	$	(69,821	)	$	(101,023	)	$	(106,061	)

See accompanying notes to consolidated financial statements.

F-5

TINTRI, INC.

Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit

(in thousands, except share and per share data)

	Convertible preferred stock				Common stock					Additional paid-in capital			Notes receivable from stockholders			Accumulated other comprehensive loss			Accumulated deficit			Total stockholders’ deficit
	Shares		Amount		Shares			Amount
Balance—January 31, 2014		46,696,772	$	134,371		17,651,864		$	1	$	4,475		$	(11	)	$	(16	)	$	(62,262	)	$	(57,813	)
Issuance of common stock upon exercise of stock options		—		—		1,220,681			—		1,103			—			—			—			1,103
Repurchase of unvested early exercised stock options		—		—		(82,792	)		—		(55	)		—			—			—			(55	)
Vesting of early exercise of stock options		—		—		—			—		29			—			—			—			29
Vesting of stock options exercised with notes receivable		—		—		—			—		718			(718	)		—			—			—
Accrued interest for notes receivable from stockholders		—		—		—			—		—			(37	)		—			—			(37	)
Stock-based compensation		—		—		—			—		5,194			—			—			—			5,194
Other comprehensive loss		—		—		—			—		—			—			(135	)		—			(135	)
Net loss		—		—		—			—		—			—			—			(69,686	)		(69,686	)
Balance—January 31, 2015		46,696,772		134,371		18,789,753			1		11,464			(766	)		(151	)		(131,948	)		(121,400	)
Issuance of Series F Convertible Preferred Stock at $7.34 per share for cash, net of issuance costs of $1,784		16,969,165		122,770		—			—		—			—			—			—			—
Issuance of common stock upon exercise of stock options		—		—		1,978,218			—		3,132			—			—			—			3,132
Repurchase of unvested early exercised stock options		—		—		(10,209	)		—		(5	)		—			—			—			(5	)
Vesting of early exercise of stock options		—		—		—			—		23			—			—			—			23
Vesting of stock options exercised with notes receivable		—		—		—			—		556			(556	)		—			—			—
Accrued interest for notes receivable from stockholders		—		—		—			—		—			(39	)		—			—			(39	)
Stock-based compensation		—		—		—			—		9,755			—			—			—			9,755
Other comprehensive loss		—		—		—			—		—			—			(55	)		—			(55	)
Net loss		—		—		—			—		—			—			—			(100,968	)		(100,968	)
Balance—January 31, 2016		63,665,937		257,141		20,757,762			1		24,925			(1,361	)		(206	)		(232,916	)		(209,557	)
Issuance of common stock upon exercise of stock options		—		—		1,010,256			—		2,292			—			—			—			2,292
Vesting of early exercise of stock options		—		—		—			—		65			—			—			—			65
Vesting of stock options exercised with notes receivable		—		—		—			—		558			(558	)		—			—			—
Proceeds from repayment of notes receivable from stockholder		—		—		—			—		—			411			—			—			411
Accrued interest for notes receivable from stockholders		—		—		—			—		—			(36	)		—			—			(36	)
Stock-based compensation		—		—		—			—		13,834			—			—			—			13,834
Excess tax benefit from stock-based compensation		—		—		—			—		71			—			—			—			71
Other comprehensive loss		—		—		—			—		—			—			(260	)		—			(260	)
Net loss		—		—		—			—		—			—			—			(105,801	)		(105,801	)
Balance—January 31, 2017		63,665,937	$	257,141		21,768,018		$	1	$	41,745		$	(1,544	)	$	(466	)	$	(338,717	)	$	(298,981	)

See accompanying notes to consolidated financial statements.

F-6

TINTRI, INC.

Consolidated Statements of Cash Flows

(in thousands)

	Fiscal Year Ended January 31,
	2015			2016			2017
Cash flows from operating activities:
Net loss	$	(69,686	)	$	(100,968	)	$	(105,801	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		3,526			7,753			9,270
Stock-based compensation expense		5,194			9,755			13,834
Excess tax benefit from stock-based compensation		—			—			71
Accretion of balloon payment		—			947			603
Amortization of debt issuance cost, credit facility fees and debt discounts		116			670			239
Other		(8	)		(39	)		(36	)
Changes in operating assets and liabilities:
Accounts receivable		(12,605	)		(4,083	)		(10,036	)
Inventories		(2,953	)		1,821			(3,134	)
Prepaid expenses and other assets		(2,875	)		(645	)		(3,731	)
Accounts payable		5,862			(1,095	)		7,291
Deferred revenue		13,795			18,842			14,581
Accrued and other liabilities		8,536			4,933			6,483
Net cash used in operating activities		(51,098	)		(62,109	)		(70,366	)
Cash flows from investing activities:
Purchase of property and equipment		(8,668	)		(10,914	)		(4,337	)
Purchase of investments		(36,995	)		(70,419	)		(13,807	)
Proceeds from maturities of investments		6,500			6,350			76,478
Proceeds from disposition of investments		12,726			18,574			—
Net cash provided by (used in) investing activities		(26,437	)		(56,409	)		58,334
Cash flows from financing activities:
Payment on capital lease financing		(145	)		(300	)		(240	)
Proceeds from issuance of convertible preferred stock, net of issuance costs		—			122,770			—
Proceeds from revolving line of credit		14,000			7,000			6,962
Proceeds from term loan		3,000			35,000			—
Repayment of revolving line of credit		(10,861	)		(6,000	)		—
Repayment of term loan		(8,000	)		—			—
Proceeds from repayment of employee notes receivable		—			—			411
Proceeds from exercise of stock options		1,103			3,132			2,292
Repurchase of common stock		(55	)		(5	)		—
Net cash provided by (used in) financing activities		(958	)		161,597			9,425
Foreign exchange impact on cash and cash equivalents		64			(2	)		(61	)
Net increase (decrease) in cash and cash equivalents		(78,429	)		43,077			(2,668	)
Cash and cash equivalents, beginning of year		86,068			7,639			50,716
Cash and cash equivalents, end of year	$	7,639		$	50,716		$	48,048
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	96		$	361		$	912
Cash paid for interest	$	44		$	2,411		$	4,038
Supplemental disclosures of noncash investing and financing activities:
Convertible preferred stock warrants issued in connection with debt financing	$	231		$	252		$	—
Vesting of early exercised options	$	29		$	23		$	65
Assets acquired in connection with capital lease financing	$	758		$	15		$	243
Assets acquired through accounts payable	$	2,232		$	402		$	317
Vesting of stock options exercised with notes receivable	$	718		$	556		$	558
Transfer of inventory to sales demonstration equipment	$	—		$	1,150		$	140
Transfer of inventory to internal use equipment	$	—		$	48		$	301

See accompanying notes to consolidated financial statements.

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) Description of Business and Basis of Presentation

Description of Business

Tintri, Inc. (Tintri or the Company) was incorporated in the state of Delaware in 2008 and is headquartered in Mountain View, California. The Company develops and markets an enterprise cloud platform combining cloud management software technology and a range of all-flash storage systems, for virtualized and cloud environments.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Pro Forma Consolidated Balance Sheet

Upon the completion of the initial public offering (IPO) contemplated by the Company, all of the outstanding shares of Convertible Preferred Stock will automatically convert into 63,665,937 shares of common stock. In addition, an additional 44,292,340 shares of common stock will be issued upon the conversion of certain of the outstanding shares of Convertible Preferred Stock. The Company’s outstanding warrant to purchase Series E Convertible Preferred Stock will also be converted into a warrant to purchase common stock in connection with the Company’s IPO. Upon completion of the IPO, the outstanding convertible preferred stock warrant liability will be reclassified into additional paid-in capital.

Liquidity

The Company has experienced negative cash flows from operations since its inception and expects negative cash flows from operations to continue for the foreseeable future. Net losses incurred during the past three fiscal years ended January 31, 2015, 2016 and 2017 amounted to $69.7 million, $101.0 million and $105.8 million, respectively. Unless and until the Company is able to generate sufficient revenue from sales of its products and services to generate positive cash flows from operations, it expects such losses to continue. The Company is also subject to certain financial covenants related to its debt facilities that, if breached, could result in the debt becoming immediately due and payable in the event the lenders choose to declare an event of default. The Company may not have sufficient liquidity to repay amounts outstanding under its debt facilities should they become immediately due and payable.

Historically, the Company has funded a significant portion of its operations through the issuance of equity and debt. In fiscal 2016, the Company raised $124.6 million in gross proceeds (Note 9) related to the sale of convertible preferred stock. Subsequent to January 31, 2017, the Company also entered into various amendments to its existing debt agreements and entered into a convertible note facility that increased the Company committed borrowing capacity by $50.0 million (Note 16). The Company expects that this additional financing, combined with its plans for continued revenue growth and its existing cash and cash equivalents, will provide sufficient liquidity for the Company to meet its obligations and debt financial covenants through at least June 2, 2018.

Until the Company can generate positive cash flows from operations, it expects to continue to finance its operations with additional debt or equity financing and/or work with its lenders to amend certain financial covenants. The Company’s ability to raise additional liquidity is subject to a number of uncertainties, including, but not limited to, the market demand for the Company’s common or preferred stock, the market demand for the Company’s products and services, negative economic developments, adverse market conditions, significant

F-8

delays in the launch of new products and lack of market acceptance of new products. If the Company is not able to raise additional capital or access its debt facilities in sufficient amounts to fund its operations, it would have a material adverse effect on the Company’s business, operating results and financial condition.

(2) Summary of Significant Accounting Policies

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, the determination of the fair value of deliverables included in multiple element revenue arrangements, valuation of inventories, warranty liability, the useful lives of property and equipment, fair value of the Company’s common stock, value of convertible preferred stock warrant liability, the value of stock options granted, accounting for income taxes, including the valuation reserve on deferred tax assets and accounting for uncertain tax positions, and contingencies. Actual results could differ materially from these estimates. Management evaluates these estimates and assumptions on an ongoing basis using historical experience and other factors and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could materially differ from those estimates and assumptions.

Concentrations

The Company’s financial instruments that are exposed to concentrations of credit risk are primarily cash and cash equivalents, investments, and accounts receivable. Cash and cash equivalents, and investments are maintained primarily at one financial institution, and deposits will generally exceed the amount of insurance provided on such deposits. Risks associated with cash and cash equivalents, and investments are mitigated by banking with a creditworthy institution. The Company has not experienced any losses on its deposits of cash and cash equivalents or its investments.

The Company sells its products primarily through channel partners and distributors (collectively, Partners), and occasionally directly to customers.

The Company’s accounts receivable are unsecured and represent amounts due to the Company based on contractual obligations of the Company’s Partners and direct customers. The Company mitigates credit risk with respect to accounts receivable by performing ongoing credit evaluations of its Partners and direct customers to assess the probability of collection based on a number of factors, including, but not limited to, past transaction experience with its Partners and direct customers, evaluation of their credit history, limiting the credit extended, and review of the invoicing terms of the contract. The Company generally does not require its Partners and direct customers to provide collateral to support accounts receivable. The Company records an allowance for doubtful accounts for those receivables that are determined not to be collectible.

For each Partner or direct customer greater than 10%, revenue as a percentage of total revenue and accounts receivable as a percentage of total accounts receivable are as follows:

Revenue for the Fiscal Year Ended January 31,

Accounts Receivable as of January 31,

2015

2016

2017

2016

2017

Partner A

13

%

*

*

*

*

Partner B

10

%

*

*

*

*

Partner C

*

*

*

*

16

%

* Represents less than 10%.

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The Company outsources substantially all of its manufacturing to one independent contract manufacturer. The inability of the manufacturer or supplier to fulfill the Company’s supply or quality requirements or performance failures of the Company’s products could result in lost sales and damage to the Company’s end-customer relationships, which would adversely impact the Company’s business, financial condition and operating results.

Foreign Currency Translation and Transactions

The financial position and operating results of the Company’s international subsidiaries in the United Kingdom (U.K.), Japan, Australia, Ireland and Singapore have been measured using their respective local currency as the functional currency. Assets and liabilities are translated into U.S. dollars at the exchange rate in effect on the respective consolidated balance sheet date. Revenue and expenses are translated into U.S. dollars using average exchange rates for the corresponding period. Translation adjustments are recorded within other comprehensive loss as a separate component of stockholders’ deficit. There is no income tax effect of currency translation adjustments related to foreign subsidiaries as the Company has no present intention of remitting the undistributed earnings of its foreign subsidiaries.

Gains and losses from the remeasurement of foreign currency-denominated balances into the functional currency are included in Other income (expense), net in the Company’s consolidated statements of operations. The Company recorded remeasurement gains of $0.1 million and losses of $0.1 million and $0 for the years ended January 31, 2015, 2016 and 2017, respectively.

Fair Value of Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, investments, accounts payable and accrued and other current liabilities, approximates fair value due to the short period of time to maturity, receipt or payment. The carrying amount of the Company’s revolving line of credit and term loan approximates its fair value as the stated interest rates approximate market rates currently available to the Company.

Cash and Cash Equivalents

The Company considers all highly liquid investments, such as money market funds, with original maturities of 90 days or less at date of purchase, to be cash equivalents. Cash and cash equivalents consist principally of checking account deposits and money market funds.

Accounts Receivable

Accounts receivable are recorded at the invoiced amounts and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio and an allowance for returns. An allowance for doubtful accounts is determined based on the aging of the Company’s trade receivables, historical experience, and management judgment. The Company writes off trade receivables against the allowance when management determines a balance is uncollectible and no longer actively pursues collection of the receivable. An allowance for returns is determined based on historical returns and management judgment. As of January 31, 2016, there was no allowance for doubtful accounts. As of January 31, 2017, allowance for doubtful accounts was $0.1 million. Allowance for returns was $0.2 million and $0.3 million as of January 31, 2016 and 2017, respectively.

Inventories

Inventories consist primarily of raw materials related to component parts and finished goods. Finished goods include inventory held for sale, service inventory held at third-party service inventory depots in support of customer service agreements, and customer evaluation inventory.

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The following is a summary of the Company’s inventories by major category (in thousands):

	As of January 31,
	2016		2017
Raw materials	$	474	$	264
Finished goods		3,343		6,245
	$	3,817	$	6,509

Inventory values are stated at the lower of cost (on a first-in, first-out method), or market value. A provision is recorded to adjust inventory to its estimated realizable value when inventory is determined to be in excess of anticipated demand or obsolete. Specifically, customer support inventory is written down to its net realizable value based upon the estimated loss of utility starting from the date the customer support inventory is placed in the third-party service inventory depots through the estimated period of service obligation fulfillment; and customer evaluation inventory is periodically reviewed and reserved for excess and obsolescence.

At the beginning of fiscal 2016, the Company substantially ceased its customer evaluation inventory program and initiated its sales demonstration equipment program. As a result, the amount of customer evaluation inventory subject to reserve for excess and obsolescence decreased subsequently. In addition, the evaluation units in the Company’s sales demonstration equipment program are depreciated over their useful life on a straight line basis. Depreciation of sales demonstration equipment is included in sales and marketing expense in the consolidated statements of operations.

The Company recorded inventory writedowns of $1.5 million, $1.8 million, and $1.2 million for the years ended January 31, 2015, 2016 and 2017, respectively, of which $0.8 million, $0.6 million and $0.2 million, respectively, were recorded in cost of product revenue and $0.7 million, $1.2 million and $1.0 million, respectively, were recorded in cost of support and maintenance revenue in the consolidated statements of operations.

Investments

The Company’s primary objectives of its investment activities are to preserve principal, provide liquidity, and maximize income without significantly increasing risk. Some of the securities the Company invests in are subject to interest risk. To minimize this risk, the Company maintains its portfolio of cash, cash equivalents, short-term and long-term investments in a variety of securities, which may include commercial paper, money market funds, U.S. government and agency securities, and corporate debt securities.

The Company classifies its investments as available-for-sale at the time of purchase since it is intended that these investments are available for current operations, and include these investments on the accompanying consolidated balance sheets as either short-term or long-term investments depending on their maturity. Investments not considered cash equivalents and with maturities of one year or less from the consolidated balance sheet date are classified as short-term investments. Investments with maturities greater than one year from the consolidated balance sheet date are classified as long-term investments.

Investments are reported at fair value and are subject to periodic impairment review. Unrealized gains and losses related to changes in the fair value of these securities are recognized in accumulated other comprehensive loss net of tax, unless they are determined to be other-than-temporary impairments. The ultimate value realized on these securities is subject to market price volatility until they are sold.

Investments are considered impaired when a decline in fair value is judged to be other-than-temporary. The Company consults with investment managers and considers available quantitative and qualitative evidence in evaluating potential impairment of investments on a quarterly basis. If the cost of an individual investment

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exceeds its fair value, the Company evaluates, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and the Company’s intent and ability to hold the investment to maturity. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established.

Property and Equipment, Net

Property and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Depreciation on property and equipment, excluding leasehold improvements and sales demonstration equipment, ranges from 24 to 60 months. Sales demonstration equipment is depreciated over the estimated useful lives of the respective assets, which range up to 24 months.

Leasehold improvements are amortized over the shorter of the estimated useful lives of the respective assets or the remaining property lease terms, which range up to eight years.

Upon the retirement or disposition of property and equipment, the related costs and accumulated depreciation are removed and any related gain or loss is recorded in the consolidated statements of operations as an operating expense.

Impairment of Long-Lived Assets

The Company evaluates events and changes in circumstances that could indicate carrying amounts of long-lived assets, consisting of property and equipment, may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether or not the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future undiscounted cash flows is less than the carrying amount of an asset, the Company records an impairment charge for the amount by which the carrying amount of the asset exceeds the fair value of the asset. When the Company determines that the useful lives of assets are shorter than was originally estimated, the Company accelerates the rate of depreciation over the assets’ new, shorter useful lives. Through January 31, 2017, the Company did not write down any of its long-lived assets as a result of impairment.

Warranties

The Company provides a one-year warranty for hardware components covering material defects in materials and workmanship. In addition, the Company provides a 90-day warranty on the software in its products for nonconformance with documented specifications.

With respect to the hardware warranty obligation, the Company’s contract manufacturer is generally required to repair or replace defective hardware resulting from defective workmanship within one year of shipment. Furthermore, the Company’s support contracts provide for the same parts replacement that end-users are entitled to under the warranty program, except that replacement parts are delivered according to targeted response times to minimize disruption to the end-users’ critical business applications. Substantially all end-users purchase support contracts.

Given that substantially all products are sold together with support contracts, the Company has limited exposure related to warranty costs and therefore no warranty reserve has been recorded.

Revenue Recognition

The Company generates revenue from sales of enterprise cloud platform solutions and related support and maintenance. The Company derives revenue primarily from two sources: (i) Product revenue, which includes

F-12

hardware and perpetual software license revenue and (ii) Support and maintenance revenue, which includes support, installation services and training. Revenue is recognized when all of the following criteria are met: persuasive evidence of an arrangement exists; the product or service has been delivered; the sales price is fixed or determinable; and collection is reasonably assured.

We define each of the four criteria above as follows:

• Persuasive Evidence of an Arrangement Exists. The Company uses stand-alone purchase orders, signed sales quotations or purchase orders pursuant to the terms and conditions of a master sales agreement to support the evidence of an arrangement with Partners and direct customers.

• Delivery has Occurred. The Company uses shipping documentation to verify delivery of products. Provided that all other revenue recognition criteria have been met, the Company typically recognizes product revenue upon shipment, as title and risk of loss are transferred at that time. Products are typically shipped directly by the Company to Partners and direct customers. Support and maintenance revenue is recognized over time as the services are delivered. The Company generally does not have significant obligations for future performance, such as rights of return or pricing credits, associated with the sales of its products. It is the Company’s practice to identify an end user prior to shipment to a Partner.

• The Sales Price is Fixed or Determinable. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction. If the terms are extended beyond the Company’s normal payment terms, the Company will recognize revenue as the payments become due. Payments from Partners are not contingent on the Partners’ receiving payment from the end-users.

• Collection is Reasonably Assured. The Company assesses probability of collection on an individual basis. The Company’s Partners or customers are subjected to a credit review process that evaluates their financial condition and ability to pay.

Support and maintenance revenue includes arrangements for software and technical support for the Company’s products. While purchasing support and maintenance is not mandatory, substantially all products shipped have been purchased together with a support contract. Support is offered under renewable, fee-based contracts and includes technical support, hardware repair and replacement parts, and software patches, bug fixes, updates, and upgrades. Support and maintenance revenue is initially deferred and recognized ratably over the life of the contract, with the related expenses, including the write down of customer support inventory to its net realizable value, recognized as incurred. Support and maintenance contracts range from one to five years. Unearned support revenue is included in deferred revenue.

Professional service revenue primarily consists of fees the Company earns related to installation. While installation services are not contractually mandatory, customers occasionally purchase such services. The Company generally recognizes revenue from installation services upon delivery or completion of performance. Installation services are typically short term in nature. To date, revenue arising from installation service has been insignificant.

The Company reports revenue net of sales taxes. Shipping charges billed to customers are included in product revenue and the related shipping and handling costs are included in cost of product revenue.

Multiple Element Arrangements

The Company’s offering consists of hardware products containing software components that function together to provide the essential functionality of the product. Therefore, the Company’s hardware products (inclusive of the core software) are considered non-software deliverables and are not subject to industry-specific software revenue recognition guidance.

F-13

The Company’s product revenue also includes revenue from the sale of stand-alone software products. Stand-alone software may operate on the Company’s hardware product, but is not considered essential to the functionality of the hardware and is subject to the industry-specific software revenue recognition guidance.

The Company’s typical multiple element arrangement includes hardware product (including the essential software) and support. The Company may also sell stand-alone software as part of its multiple element arrangements. The Company considers each of these deliverables to be separate units of accounting based on whether the delivered items have stand-alone value. The Company has determined that each unit of accounting has stand-alone value because they are sold separately by the Company or, for hardware products, because the customers can resell them to others on a stand-alone basis.

For certain arrangements with multiple deliverables, the Company allocates the arrangement fee to the non-software element based upon the relative selling price of such element and, if software and software-related elements such as support for the software element are also included in the arrangement, the Company allocates the arrangement fee to those software and software-related elements as a group. After such allocations are made, the amount of the arrangement fee allocated to the software and software-related elements is accounted for using the residual method. When applying the relative selling price method, the Company determines the selling price for each element using vendor-specific objective evidence (VSOE) of selling price, if it exists, or if not, third-party evidence (TPE) of selling price, if it exists. If neither VSOE nor TPE of selling price exist for an element, the Company uses its best estimated selling price (BESP) for that element. The revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for that element.

When an arrangement includes stand-alone software products and related support, consideration is allocated to the software deliverable as described above. The Company uses the residual method to recognize revenue related to this consideration when a product agreement includes one or more elements to be delivered at a future date and VSOE of the fair value of all undelivered elements exists. In the majority of the Company’s contracts, the only element that remains undelivered at the time of delivery of the product is support services. Under the residual method, the VSOE of fair value of the undelivered elements is deferred and the remaining portion of the contract fee is recognized upfront as product revenue. If evidence of the VSOE of fair value of the undelivered elements does not exist, all revenue is deferred and recognized at the earlier of (i) when delivery of those elements occurs or (ii) when fair value can be established unless support services is the only undelivered element, in which case, the entire arrangement fee is recognized ratably over the contractual period of the support services.

VSOE of fair value for elements of an arrangement is based upon the normal pricing and discounting practices for those deliverables when sold separately. In determining VSOE, the Company requires that a substantial majority of the selling prices for a deliverable fall within a reasonably narrow pricing range, evidenced by a substantial majority of such historical stand-alone transactions falling within a reasonably narrow range.

The Company is not able to determine TPE for its products or services. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, the Company’s go-to-market strategy differs from that of its peers and its offerings contain a significant level of differentiation such that the comparable pricing of products with similar functionality cannot be obtained. Furthermore, the Company is unable to reliably determine what similar competitor products’ selling prices are on a stand-alone basis.

When the Company is unable to establish the selling price of its deliverables using VSOE or TPE, the Company uses BESP in its allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the product or service were sold on a stand-alone basis. The Company determines BESP for the purposes of allocating the arrangement by reviewing market factors including, but not limited to, pricing practices including discounting, the geographies in which the Company offers its products and services, and the type of customer (i.e., Partners or direct customers). Additionally, the Company considers historical transactions, including transactions whereby the deliverable was sold on a stand-alone basis.

F-14

Deferred revenue consists of billings or payments received in advance of revenue recognition and primarily relates to support and maintenance. Deferred revenue that will be recognized during the twelve-month period following the balance sheet date is recorded as Deferred revenue, current and the remaining portion is recorded as Deferred revenue, non-current.

Research and Development

Research and development expense consists of personnel costs, including stock-based compensation expense, for the Company’s research and development personnel and product development costs, including engineering services, development software and hardware tools, depreciation of capital equipment, facility costs, and information technology spend. Research and development costs are expensed as incurred.

All costs incurred in the research and development of the Company’s software products are expensed as incurred until technological feasibility has been established. As of January 31, 2016 and 2017, there were no capitalized computer software development costs as the time between technological feasibility and general release is short.

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing expense. Advertising costs for the years ended January 31, 2015, 2016 and 2017 were $0.4 million, $1.1 million and $0.8 million, respectively.

Commission Costs

Commission costs are expensed as incurred and are included in sales and marketing expense.

Stock-Based Compensation

Stock Options

The Company measures and recognizes compensation expense for all stock-based awards made to employees based on estimated fair values on the date of grant, net of estimated forfeitures. Stock-based awards consist of stock options. The Company uses the Black-Scholes option pricing model to estimate the value of stock-based compensation expense for all stock options. The related stock-based compensation expense is recognized on a straight-line basis, over the period in which an employee is required to provide service in exchange for the stock-based award, which is generally four years.

Restricted Stock Units

Stock-based compensation expense is measured and recognized in the financial statements based on the fair value of the Company’s common stock on the date of grant. Stock-based compensation expense is recognized, net of estimated and actual forfeitures, over the requisite service period, and upon performance conditions being met.

Income Taxes

The Company recognizes income taxes under the asset-and-liability method. The Company recognizes deferred income tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date.

F-15

The Company records a valuation allowance to reduce its deferred tax assets to the net amount that the Company believes is more likely than not to be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income, and ongoing tax planning strategies in assessing the need for a valuation allowance. Realization of deferred tax assets is dependent upon the generation of future taxable income, if any, the timing and amount of which are uncertain. Due to the history of losses the Company has generated in the past, the Company believes that it is not more likely than not that the deferred tax assets will be realized as of January 31, 2017. Accordingly, the Company has recorded a full valuation allowance on its net deferred tax assets.

The Company recognizes tax benefits from uncertain tax positions only if they believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves that are considered appropriate, as well as the related net interest and penalties.

The Company expects to permanently reinvest undistributed earnings in foreign subsidiaries outside of the United States to fund future foreign operations. We project that we will have sufficient cash flow in the United States and will not need to repatriate the foreign earnings to finance our domestic operations. If we were to distribute these earnings to the United States, we would be subject to U.S. income taxes, less any allowable foreign tax credits, and foreign withholding taxes. We have not recorded a deferred tax liability on any portion of our undistributed earnings in foreign subsidiaries. If we were to repatriate these earnings to the United States, any associated income tax liability would be insignificant.

Recent Accounting Pronouncements

In August 2016, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The standard provides new authoritative guidance addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The standard is effective for the Company in the first quarter of fiscal year 2019. The Company is evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In March 2016, FASB issued ASU No. 2016-09, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The standard simplifies several aspects of the accounting for employee share-based payment transactions, including the income tax consequences, accounting for forfeitures, and classification of excess tax benefits on the statement of cash flows. The standard is effective for the Company in the first quarter of fiscal year 2018. Adoption of this standard is not expected to significantly impact the Company’s consolidated financial statements.

In February 2016, FASB issued ASU No. 2016-02, Leases. The standard increases transparency and comparability among organizations by requiring companies to recognize leased assets and related liabilities on the balance sheet and disclose key information about leasing arrangements. This standard is effective for the Company in the first quarter of fiscal year 2020. The Company is evaluating the impact the adoption of this standard will have on its consolidated financial statements.

In November 2015, FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The standard requires deferred tax assets and liabilities to be classified as non-current in a classified statement of financial position. The Company has early adopted this standard and has applied the provisions prospectively beginning in the first quarter of fiscal 2017. The adoption did not materially change the classification of the Company’s deferred tax assets and liabilities in its consolidated financial statements.

In August 2015, FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies the treatment of debt issuance costs from

F-16

line-of-credit arrangements after adoption of ASU 2015-03. ASU 2015-15 clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company has retrospectively applied the provisions of ASU 2015-15 to the capitalized deferred financing costs related to its revolving line of credit. Adoption of this standard did not significantly impact the Company’s consolidated financial statements in the current or previous interim and annual reporting periods.

In July 2015, FASB issued ASU No. 2015-11, Simplifying the Subsequent Measurement of Inventory. The standard requires inventory to be measured at the lower of cost and net realizable value but no longer requires entities to consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory within the scope of the amendments. This standard is effective for the Company beginning in its first quarter of fiscal 2018. Adoption of this standard is not expected to significantly impact the Company’s consolidated financial statements.

In April 2015, FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that deferred financing costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The Company has adopted the provisions of ASU 2015-03 beginning in the first quarter of its fiscal 2017, and has applied the provisions retrospectively. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. Adoption of this standard did not significantly impact the Company’s consolidated financial statements in the current or previous interim and annual reporting periods.

In August 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosures if there is substantial doubt about its ability to continue as a going concern. This standard was effective for the Company beginning in fiscal 2017 and for the annual periods and interim periods thereafter. The Company’s adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In May 2014, FASB issued ASU, 2014-09, Revenue from Contracts with Customers. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. In August 2015, FASB issued ASU 2015-14, Revenue from Contracts with Customers, to defer the effective date of ASU 2014-09 by one year to annual reporting periods beginning after December 15, 2017, but permits entities to adopt the original effective date if they choose. This standard will be applied using either the full or modified retrospective adoption methods. The Company does not plan to early adopt, and accordingly, will adopt the new standard in its first quarter of fiscal 2019. The Company will adopt this new standard using the full retrospective adoption method, and believe impacted areas relate to the deferral of costs to obtain a contract, which are primarily commission expense directly incurred as a result of sales of products and related support, and the allocation of revenue from support and maintenance to products for certain arrangements. The deferral of costs to obtain a contract will result in the related expenses to be recognized at the time of shipment for product revenue and over the estimated period of benefit for support and maintenance revenue.

The Company has engaged third party service providers to assist in its evaluation and system implementation. 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 the potential impact of the new standard, including the areas described above, it has not yet quantified the impact the new standard may have on its consolidated financial statements.

F-17

(3) Fair Value Measurements

We categorize assets and liabilities recorded at fair value on our consolidated balance sheets based on the accounting guidance framework for measuring fair value on either a recurring or nonrecurring basis, whereby inputs used in valuation techniques are assigned a hierarchical level.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:

• 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 quoted prices for identical assets or liabilities in less active markets; or benchmark yields, reported trades, broker/dealer quotes 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. The valuation techniques leverage an independent professional pricing service that uses calculated prices whereby securities with short maturities and infrequent secondary market trades are typically priced via mathematical calculations, cross-market approach, and model valuation methods, which are corroborated by market data.

• Level 3—Inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability. These estimates are subjective in nature and involve uncertainties or significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

The following table presents the fair value of the Company’s financial assets and liabilities using the above input categories as of January 31, 2016 and 2017 (in thousands):

	As of January 31, 2016
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	39,914	$	—	$	—	$	39,914
Total cash equivalents		39,914		—		—		39,914
Short-term investments:
Corporate debt securities		—		57,202		—		57,202
U.S. government and agency securities		—		6,037		—		6,037
Total short-term investments		—		63,239		—		63,239
Total assets measured at fair value	$	39,914	$	63,239	$	—	$	103,153
Convertible preferred stock warrants:
Series E Convertible Preferred Stock warrants(1)	$	—	$	—	$	532	$	532
Total convertible preferred stock warrants		—		—		532		532
Total liabilities measured at fair value	$	—	$	—	$	532	$	532

F-18

	As of January 31, 2017
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	31,468	$	—	$	—	$	31,468
Total cash equivalents		31,468		—		—		31,468
Total assets measured at fair value	$	31,468		—		—	$	31,468
Convertible preferred warrants:
Series E Convertible Preferred Stock warrants(1)	$	—	$	—	$	568	$	568
Total convertible preferred stock warrants		—		—		568		568
Total liabilities measured at fair value	$	—	$	—	$	568	$	568

(1) Series E Convertible Preferred Stock warrant liability is included in Other long-term liabilities in the accompanying consolidated balance sheets.

A summary of the changes in the fair value of the Company’s convertible preferred stock warrant liability is as follows (in thousands):

	January 31,
	2016		2017
Convertible preferred stock warrant liability—beginning balance	$	231	$	532
Change in fair value*		49		36
Issuance of convertible preferred stock warrants		252		—
Convertible preferred stock warrant liability—ending balance	$	532	$	568

* Recorded in the consolidated statements of operations within Other income (expense), net.

The Company did not have any material financial assets or liabilities for which fair value is determined using Level 3 inputs other than convertible preferred stock warrants and common stock warrants, which are discussed further in note 9 Convertible Preferred Stock and note 10 Common Stock, respectively.

(4) Property and Equipment, Net

Property and equipment, net consist of the following (in thousands):

	As of January 31,
	2016			2017
Computer equipment	$	15,424		$	17,431
Leasehold improvements		6,014			5,941
Sales demonstration equipment		4,181			5,903
Beta equipment		657			1,060
Furniture and fixtures		1,365			1,550
Software		596			649
Construction in progress		—			39
Total property and equipment		28,237			32,573
Less accumulated depreciation and amortization		(13,607	)		(22,163	)
Total property and equipment, net	$	14,630		$	10,410

F-19

Depreciation and amortization expense related to property and equipment for the years ended January 31, 2015, 2016 and 2017 was $3.5 million, $7.8 million and $9.3 million, respectively.

At the beginning of the year ended January 31, 2016, the Company substantially ceased its customer evaluation inventory program and initiated its sales demonstration equipment program. As a result, evaluation units in the Company’s sales demonstration equipment program are subject to depreciation over their useful life on a straight line basis. For the year ended January 31, 2016 and 2017, depreciation expense for sales demonstration equipment was $2.3 million, and $2.8 million, respectively, and is included in sales and marketing expense in the consolidated statements of operations.

(5) Investments

The Company did not have any investments as of January 31, 2017. The carrying amount, total other than temporary impairment (OTTI) recognized in other comprehensive income (OCI), gross unrealized holding gains, gross unrealized holding losses, and fair value of debt securities by major security type classified as available for sale as of January 31, 2016 was as follows (in thousands):

	As of January 31, 2016
	Carrying amount		Total OTTI Recognized in OCI		Unrealized gain		Unrealized loss			Aggregate fair value
Corporate debt securities	$	57,226	$	—	$	3	$	(27	)	$	57,202
U.S. government and agency securities		6,036		—		1		—			6,037
Total securities	$	63,262	$	—	$	4	$	(27	)	$	63,239

The following table presents the Company’s investments that were in an unrealized loss position as of January 31, 2016 (in thousands):

	As of January 31, 2016
	Less than 12 months					12 months or greater				Total
	Fair value		Unrealized loss			Fair value		Unrealized loss		Fair value		Unrealized loss
Corporate debt securities	$	27,484	$	(27	)	$	—	$	—	$	27,484	$	(27	)

Unrealized losses related to these investments are due to market conditions as opposed to credit quality. In addition, the Company does not intend to sell these investments before recovery of their amortized-cost basis, which may be at maturity. As a result, there is no other-than-temporary impairment for these investments at January 31, 2016.

Factors considered in determining whether a loss is temporary include:

• The length of time and the extent to which fair value has been below cost;

• The severity of the impairment;

• The cause of the impairment and the financial condition and near-term prospects of the issuer;

• Activity in the market of the issuer, which may indicate adverse credit conditions; and

• The Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

F-20

Proceeds from the sale of investment securities was $12.7 million, $18.6 million, and $0 for the years ended January 31, 2015, 2016 and 2017, respectively, which approximated the net carrying value. Net realized gains from the sale of investment securities was immaterial for the years ended January 31, 2015, 2016 and 2017.

The following table summarizes the fair value of the Company’s available for sale investments as of January 31, 2016 (in thousands):

	As of January 31, 2016
	Carrying Amount		Fair Value
Due within one year	$	63,262	$	63,239
Total	$	63,262	$	63,239

(6) Debt Obligations

Debt obligations, net of debt discount and deferred financing costs, consist of the following (in thousands):

	As of January 31,
	2016			2017
Revolving line of credit	$	7,000		$	13,962
Term loan(1)		34,906			34,952
Total debt		41,906			48,914
Less current portion of debt		(7,000	)		—
Total long-term portion of debt	$	34,906		$	48,914

(1) The Company retrospectively adopted ASU 2015-03 requiring deferred financing costs to be presented as a direct deduction from the carrying amount of the related indebtedness. The Company records deferred financing costs for its revolving line of credit in prepaid and other current assets on its consolidated balance sheets, which is in accordance with ASU 2015-15.

In May 2013, the Company entered into a Loan and Security Agreement with SVB and was provided up to $6.8 million on a revolving line of credit based on a percentage of qualifying accounts receivable. The interest rate on outstanding borrowings varies and resets periodically depending on the current prime rates plus 0.35% when the Company is borrowing base eligible, and the current prime rates plus 1.75% when the Company is not borrowing base eligible. Interest is paid monthly. The interest rate at January 31, 2015 was 3.6%.

In connection with the Loan and Security Agreement, the Company issued immediately exercisable and fully vested warrants to purchase 25,000 shares of common stock. The fair value of the warrant was $27,000 and was recorded in other income (expense), net in the consolidated statements of operations as discussed further in note 10 Common Stock.

In April 2014, the Company amended its existing Loan and Security Agreement to increase the maximum advance threshold from $6.8 million to $15.0 million, $5.0 million of which is available on a non-formula basis upon the occurrence of certain events. The maturity date of the revolving line of credit was extended to May 14, 2016. The interest rate on non-formula borrowings is the current prime rate plus 1.25%. All other terms of the agreement remained substantially the same.

In May 2016, the Company amended its existing Loan and Security Agreement to increase the maximum advance threshold from $15.0 million to $20.0 million, $5.0 million of which is available on a non-formula basis. The maturity date of the revolving line of credit was extended to May 2018. The interest rate on non-formula borrowings is the current prime rate plus 1.25%. The loan amount is subject to a certain financial restrictive covenant. All other terms of the agreement remained substantially the same.

F-21

As of January 31, 2015, $6.0 million was outstanding for this revolving line of credit. In April 2015, the Company repaid the $6.0 million revolving line of credit balance outstanding as of January 31, 2015 and accrued interest of $0.1 million. In May 2015, the Company also drew down $7.0 million under its revolving line of credit with an interest rate of prime plus 0.35%. As of January 31, 2016, the Company had a $7.0 million outstanding balance under this revolving line of credit. The interest rate at January 31, 2016 was 3.85%.

In May 2016, the Company drew down an additional $7.0 million under its revolving line of credit. As of January 31, 2017, the Company had a $14.0 million outstanding balance under this revolving line of credit. The weighted average interest rate at January 31, 2017 was 4.42%.

In conjunction with the Loan and Security Agreement in May 2013, the Company also entered into a $5.0 million term loan. In July 2013, the Company drew down the entire amount available under the term loan. The interest rate on the term loan was fixed at 4.5%. Outstanding borrowings are subject to a final payment fee of 4.0% of the original loan amount, which was accrued over the expected term of the loan using the effective-interest method.

Upon drawing down on the term loan, the Company issued SVB a warrant to purchase an additional 125,000 shares of common stock. The fair value of the additional common stock warrants on the date of issuance was $0.1 million, which was recorded as a debt discount in the consolidated balance sheets. The debt discount was amortized to interest expense over the loan term using the effective interest rate which is discussed further in note 10 Common Stock.

The entire term loan balance of $5.0 million was repaid during the year ended January 31, 2015. In connection with the repayment, the Company recognized a loss on extinguishment of debt of $0.4 million, the difference between the reacquisition price and the net carrying amount. The $0.4 million loss on extinguishment was recorded to other income (expense), net.

The Company’s obligations under the Loan and Security Agreement are secured by a security interest on substantially all of the Company’s assets, which security interest is senior to the security interest securing the Company’s obligations under the Facility Agreement, described below. The Company is required to comply with certain customary financial and non-financial covenants relating to the revolving line of credit.

In December 2014, the Company entered into a Plain English Growth Capital Loan and Security Agreement (Facility Agreement) with TriplePoint for a loan facility. Under the terms of the Facility Agreement, the Company may borrow up to $35.0 million within an 18-month period, with a payment term ranging from 12 months to 60 months, and at different interest rates, depending on the option selected under the facility.

In conjunction with the Facility Agreement, the Company issued a warrant which was initially exercisable upon issuance for 120,750 shares of Series E Convertible Preferred Stock at an exercise price of $7.25 per share. The warrant provided that, upon the Company making any borrowings under the Facility Agreement, the warrant would become exercisable for an additional number of shares of Series E Convertible Preferred Stock at the same exercise price of $7.25 per share, with such additional number of shares subject to the warrant being equal to 2.5% of the amount borrowed by the Company under the Facility Agreement divided by the exercise price of $7.25 per share, subject to certain adjustments. The warrant expires in December 2021.

The Company determined the fair value of the non-contingent convertible preferred stock warrants on the date of issuance to be $0.2 million, which was recorded as part of credit facility fees, and a warrant liability which is included in Other long-term liabilities in the accompanying consolidated balance sheets.

The Company’s obligations under the Facility Agreement are secured by a security interest on substantially all of the Company’s assets, which security is junior to the security interest securing the Company’s obligations under the Loan and Security Agreement, described above.

F-22

In February 2015, the Company terminated its existing Facility Agreement and replaced it with a new agreement (New Facility Agreement) with substantially the same terms but with a different affiliate of TriplePoint. The non-contingent warrants to purchase 120,750 shares of Series E Convertible Preferred Stock issued under the Facility Agreement were canceled and reissued at the same price of $7.25 per share under the New Facility Agreement.

In February 2015, the Company drew down an amount of $20.0 million under the New Facility Agreement with a twelve month term and an interest rate of prime rate plus 3.75%. Interest was payable for the first twelve months with the principal due at the end of the loan term, as well as a $0.7 million balloon payment. In connection with this draw down, 69,000 contingent Series E Convertible Preferred Stock warrant shares that were previously issued became exercisable. The Company determined the fair value of the convertible preferred stock warrant shares as $0.1 million, which was recorded as a debt discount and a convertible preferred stock warrant liability.

In June 2015, the Company drew down $15.0 million under the New Facility Agreement with an 18-month term and a nominal annual interest rate of 7.75%. Interest is payable for the first 18 months with the principal due at the end of the loan term, as well as a $0.9 million balloon payment. In connection with this draw down, an additional 51,750 contingent Series E Convertible Preferred Stock warrant shares that were previously issued became exercisable. The Company determined the fair value of the convertible preferred stock warrant shares as $0.1 million, which was recorded as a debt discount and a convertible preferred stock warrant liability.

In March 2016, the Company entered into an amendment to the New Facility Agreement extending the term of the loan facility to August 2017. The total debt amount of $35.0 million bears interest from and after March 2016 at a rate equal to 10% per annum, and include an additional end of term payment of $0.4 million.

In connection with the New Facility Agreement loan facility, the Company recorded $0.7 million of credit facility fees and $39,000 of debt issuance cost as of January 31, 2015. In connection with the two draw-downs, the Company recorded $0.3 million of debt discounts in February and June 2015. The credit facility fees are amortized to interest expense over the facility term using the effective-interest method. The debt issuance cost and debt discounts are amortized to interest expense over the terms of the loan using the effective interest method. The respective balloon payments are accreted to accrued interest using the effective-interest method from the funding date to the maturity date of the notes.

Amortization of credit facility fees and debt issuance cost to interest expense under the Loan and Security Agreement and the New Facility Agreement was insignificant for the year ended January 31, 2015, and $0.5 million and $0.2 million for the year ended January 31, 2016 and 2017. The credit facility fee balance was $0.2 million and $0 as of January 31, 2016 and 2017. The debt issuance costs and discounts balance was $0.1 million and $0 as of January 31, 2016 and 2017, respectively. The accreted balloon payments balance as of January 31, 2016 and 2017 was $0.9 million and $1.4 million, respectively.

In February 2017, the Company entered into a subsequent amendment to the New Facility Agreement extending the repayment date to August 2018. See note 16 Subsequent Events.

F-23

The scheduled principal payments on the outstanding borrowings as of January 31, 2016 and 2017 are as follows (in thousands):

Fiscal Year Ended January 31, 2016:
Fiscal 2017	$	7,000
Fiscal 2018		35,000
Total		42,000
Less debt discount		(94	)
Less current portion		(7,000	)
Non-current portion	$	34,906
Fiscal Year Ended January 31, 2017:
Fiscal 2019		48,962
Total		48,962
Less debt discount		(48	)
Less current portion		—
Non-current portion	$	48,914

(7) Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):

	As of January 31,
	2016		2017
Accrued sales and use taxes payable	$	1,690	$	1,697
Accrued sales commissions		3,961		4,706
Accrued bonus		872		2,427
Accrued vacation		2,823		3,561
Other accruals		6,873		8,277
Total accrued and other current liabilities	$	16,219	$	20,668

F-24

(8) Commitments and Contingencies

Leases

The Company has entered into various noncancelable operating lease agreements and capital lease agreements for its offices and equipment with lease periods expiring between fiscal 2017 and 2023. Certain of these arrangements have escalating rent payment provisions and optional renewal clauses. The Company is also committed to pay a portion of the actual operating expenses under certain of these operating lease agreements. As of January 31, 2017, future minimum lease payments under noncancelable operating leases were as follows for the year ending January 31 (in thousands):

2018	$	7,121
2019		7,019
2020		7,127
2021		7,021
2022		7,068
Thereafter		3,984
Committed gross lease payments		39,340
Less proceeds from sublease rental		(4,244	)
Net operating lease obligation	$	35,096

The Company recognizes rent expense under its operating leases on a straight-line basis. Rent expense totaled $2.7 million, $4.3 million, and $5.3 million for the years ended January 31, 2015, 2016 and 2017, respectively.

As of January 31, 2017, future minimum lease payments under noncancelable capital leases were as follows for the year ending January 31 (in thousands):

2018	$	216
2019		96
2020		77
Total		389
Interest		(20	)
Total	$	369

Contingencies

The Company may, from time to time, become a party to various legal proceedings arising in the ordinary course of business. The Company investigates these claims as they arise. The Company does not believe, based on current knowledge, that any of the current claims will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Indemnification

Some of the Company’s contracts require the Company to indemnify its customers, distributors, or other business partners against certain risks, including in some cases against any third-party claims asserting infringement of certain intellectual property rights. The Company’s exposure under these indemnification provisions is generally limited to the total amount paid by the customer or business partner under the agreement. However, certain agreements include indemnification provisions that could potentially expose the Company to losses in excess of the amount received under the agreement. In addition, the Company has agreed to indemnify its directors, officers, and certain key employees against any liabilities that they may incur while serving in good faith in their respective capacities. To date, there have been no claims under any indemnification provisions.

F-25

Purchase Commitments

During the normal course of business, in order to manage manufacturing lead times and help ensure adequate component supply, the Company provides rolling forecasts to its contract manufacturer of the monthly purchase requirements, a certain amount of which are purchase commitments that the contract manufacturer relies upon to procure components used to build finished products. The Company records a charge to cost of product revenue for firm, non-cancelable and unconditional purchase commitments with its contract manufacturer for non-standard components when and if quantities exceed the Company’s future demand forecasts. As of January 31, 2016 and 2017, the Company had approximately $7.2 million and $13.5 million, respectively, of purchase commitments with its contract manufacturer.

(9) Convertible Preferred Stock

The Company’s convertible preferred stock is issuable in series. The number of authorized, issued, and outstanding shares of convertible preferred stock, the issuance date, net proceeds and the aggregate liquidation preferences for the convertible preferred stock as of January 31, 2016 and 2017 were as follows (in thousands, except share data):

	Date issued	Number of shares authorized		Shares issued and outstanding		Liquidation preference
A	August 2008		9,200,000		9,200,000	$	4,600
B	July 2009		12,720,000		12,720,000		12,000
C	May 2011		7,873,869		7,873,869		18,100
D	July 2012		6,552,908		6,552,908		25,000
E	January 2014		10,091,495		9,849,995		71,377
E-1	January 2014		500,000		500,000		3,623
F	July 2015		16,969,165		16,969,165		124,554
Total outstanding as of January 31, 2016 and 2017			63,907,437		63,665,937	$	259,254

The significant terms applicable to the convertible preferred stock were as follows:

Dividends

The holders of shares of Series F Convertible Preferred Stock, in preference and priority to the holders of other series of convertible preferred stock, are entitled to receive, when and if declared by the Board of Directors (the Board), but only out of funds that are legally available; noncumulative cash dividends at the rate of $0.587 per share, per annum, on each outstanding share of convertible preferred stock. Subsequently, the holders of shares of Series A, B, C, D, E and E-1 Convertible Preferred Stock, in preference and priority to the holders of common stock, are entitled to receive, when and if declared by the Board of Directors (the Board), but only out of funds that are legally available; noncumulative cash dividends at the rate of $0.04, $0.075, $0.184, $0.305, $0.580 and $0.580 per share, per annum, on each outstanding share of convertible preferred stock, respectively. After payment of such dividends, any additional dividends will be distributed among all holders of common stock and convertible preferred stock in proportion to the number of shares of common stock that would be held by each such holder if all shares of convertible preferred stock were converted to common stock at the then-effective conversion rate. As of January 31, 2017, no dividends had been declared.

Voting Rights

The holder of each share of convertible preferred stock is entitled to one vote for each share of common stock into which such shares of convertible preferred stock could be converted, except the holders of Series E-1 Convertible Preferred Stock do not have the right to vote on the election of members of the Board.

F-26

So long as at least 1,000,000 shares of such series remain outstanding, the holders of Series A, B, E, and F Convertible Preferred Stock, each voting as separate classes, are entitled to elect two, one, one, and one members of the Board, respectively. The holders of common stock, voting as a separate class, are entitled to elect two members of the Board. The holders of a majority of the outstanding shares of common stock and 66.67% of the outstanding convertible preferred stock (other than Series E-1), voting as separate classes, are entitled to elect one member of the Board. Additional members of the Board shall be elected by the holders of common stock and convertible preferred stock (other than Series E-1), voting together as a single class, on an as-if-converted to common stock basis.

Liquidation

In the event of any liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, the holders of Series F Convertible Preferred Stock are entitled to receive, prior to and in preference to any distribution to holders of other series of convertible preferred stock, a liquidation preference of $7.34 per share. Subsequently, the holders of Series A, B, C, D, E and E-1 Convertible Preferred Stock are entitled to receive, prior to and in preference to any distribution to holders of common stock, a liquidation preference of an amount equal to $0.50, $0.943396, $2.295684, $3.8151, $7.24638 and $7.24638, respectively. If proceeds are insufficient to pay such preferences, the proceeds will be distributed to the holders of convertible preferred stock in proportion to the preferential amount such holders would otherwise be entitled to receive. Thereafter, all remaining amounts will be distributed to the holders of common stock.

Conversion

At any time, at the option of the holder, each share of convertible preferred stock is initially convertible into one share of common stock, subject to automatic conversion requirements and certain antidilution adjustments discussed further below.

The convertible preferred stock will be automatically converted into shares of common stock at the then-effective conversion price immediately upon the earlier of (i) the date specified by vote or written consent of the holders of at least 66.667% of the then-outstanding shares of convertible preferred stock (any such conversion with respect to the Series E and Series E-1 Convertible Preferred Stock requires the vote or written consent of the holders of at least 66.667% of the then-outstanding shares of Series E and Series E-1 Convertible Preferred Stock, voting together as a single class, and any such conversion with respect to the Series F Convertible Preferred Stock requires the vote or written consent of the holders of at least 53% of the then outstanding Series F Convertible Preferred Stock) or (ii) the Company’s sale of its common stock in a firm underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended, for which the proceeds are at least $50.0 million in the aggregate (Qualified IPO). In the event of a public offering where the common stock public offering price per share is less than the conversion price of Series E and E-1 Convertible Preferred Stock then in effect, then the holders of Series E and E-1 Convertible Preferred Stock have the option to convert the shares into (i) cash for an amount based on their conversion price then in effect or (ii) shares of common stock at the then-applicable conversion price.

In April 2017, the Company amended its Certificate of Incorporation to modify the automatic conversion terms that would apply to shares of Series E and Series E-1 Convertible Preferred Stock. See note 16 Subsequent Events.

With respect to the Series F Convertible Preferred Stock only, a firm underwritten public offering shall only constitute a Qualified IPO if the offering results in the aggregate proceeds to the Company of at least $75.0 million before underwriting discounts, commissions and expenses, and the per share public offering price is at least $8.074 (as adjusted for stock split/changes) or if the per share public offering is less than $8.074 (as adjusted for stock split/changes), the Company delivers a written notice to each holder of Series F Convertible Preferred Stock stating that it has elected to cause the conversion price of the Series F Convertible Preferred

F-27

Stock to be adjusted, and the effective time of such adjustment (Series F IPO Adjustment Effective Time), which shall be no later than the effective time of the automatic conversion of the Series F Convertible Preferred Stock. At the Series F IPO Adjustment Effective Time, the conversion price of the Series F Convertible Preferred Stock shall automatically be adjusted to a price determined by multiplying such conversion price by a fraction, which is the per share public offering price of Common Stock divided by $8.074 (as adjusted for stock splits/changes).

In June 2017, the Company amended its Certificate of Incorporation to eliminate certain variable rate adjustments to the conversion to common stock rate ratios of Series E, E-1, and F Convertible Preferred Stock. See note 16 Subsequent Events.

Redemption Rights

The Company’s convertible preferred stock is not redeemable.

Convertible Preferred Stock Warrants

In connection with the Facility Agreement with TriplePoint, the Company issued a warrant which was initially exercisable upon issuance for 120,750 shares of Series E Convertible Preferred Stock at an exercise price of $7.25 per share. In connection with the Company entering into the New Facility Agreement in February 2015, this warrant was canceled and a new warrant was issued to an affiliate of the original warrant holder with substantially the same terms. The warrant provided that, upon the Company making any borrowings under the Facility Agreement, the warrant would become exercisable for an additional number of shares of Series E Convertible Preferred Stock at the same exercise price of $7.25 per share, with such additional number of shares subject to the warrant being equal to 2.5% of the amount borrowed by the Company under the Facility Agreement divided by the exercise price of $7.25 per share, subject to certain adjustments. The warrant expires in December 2021.

The Company determined the fair value of the noncontingent convertible preferred stock warrants on the date of issuance to be $0.2 million, which was recorded as a warrant liability included in other long-term liabilities on the consolidated balance sheets. The fair value of the convertible preferred stock warrants was determined using the Noreen-Wolfson option pricing model with the following assumptions: fair value of Series E Convertible Preferred Stock of $7.62, expected volatility of 17.88%, contractual term of 6.86 years, and risk-free interest rate of 1.48%. There was no significant change in value from the measurement date through January 31, 2017.

In February and June 2015, the Company drew down on the Credit Facility such that an additional 69,000 and 51,750 of warrants for Series E Convertible Preferred Stock became exercisable, respectively. The Company determined the fair value of these contingent convertible preferred stock warrants on the date of issuance to be $0.1 million and $0.1 million, respectively. These warrants were recorded as a warrant liability included in other long-term liabilities on the consolidated balance sheets. The fair value of the convertible preferred stock warrants as of January 31, 2016 and 2017 was determined using the Noreen-Wolfson option pricing model with the following assumptions: fair value of Series E Convertible Preferred Stock of $7.91 and $8.15 respectively, expected volatility of 21.62% and 23.08%, respectively, contractual term of 5.86 years and 4.86 years, respectively, and risk-free interest rate of 1.47% and 1.87%, respectively. There was no significant change in value from the measurement date through January 31, 2017.

F-28

(10) Common Stock

Shares Reserved for Future Issuance

As of January 31, 2016 and 2017 the Company had reserved the following shares of authorized but unissued common stock:

	As of January 31,
	2016		2017
	(in shares)
Convertible preferred stock		63,665,937		63,665,937
Options and RSUs outstanding and shares available for grant		27,464,803		34,886,440
Convertible preferred stock warrants		241,500		241,500
Common stock warrants		150,000		150,000
Total		91,522,240		98,943,877

Stock Plan

2008 Stock Plan. In 2008, the Company adopted the 2008 Stock Plan (the 2008 Plan). Under the 2008 Plan, as amended, 37,696,577 shares of common stock were reserved for the issuance of incentive stock options (ISOs), nonstatutory stock options (NSOs), and stock purchase rights to employees, directors, and consultants of the Company as of January 31, 2016. In March 2016, the Company increased the number of shares of common stock reserved for issuance under the 2008 Stock Plan by 8,431,893 shares and amended the 2008 Plan to permit the Company to issue restricted stock units (RSUs) under the 2008 Plan. Options may be granted with exercise prices at no less than 100% of the fair value of the common stock on the date of grant. ISOs granted under the 2008 Plan generally vest 25% after the completion of one year of service and then vest in equal monthly installments over the next 36 months of service and expire ten years from the date of grant. NSOs vest according to the specific agreement and expire ten years from the date of grant.

Early Exercise of Stock Options. The Company’s 2008 Plan allows select employees to exercise options prior to vesting. The Company has a right to repurchase unvested shares acquired upon early exercise of options at the original exercise price upon termination of employment. The repurchase rights will lapse in accordance with the original vesting schedule of the option. Early exercises of options are not deemed to be substantive exercises for accounting purposes and, accordingly, amounts received for early exercises are recorded as a liability included in other long-term liabilities. These amounts are reclassified to common stock as the underlying options vest. As of January 31, 2016 and 2017, shares held by employees that were subject to repurchase were 712,694 and 295,404, respectively, with an aggregate purchase price of $1.1 million and $0.5 million, respectively.

F-29

Stock-Based Compensation

The following is a summary of shares available for grant under the Company’s stock plans for the fiscal years ended January 31, 2016 and 2017:

Outstanding—January 31, 2015	876,620
Authorized	8,505,436
Options granted	(10,939,125	)
Common stock repurchased	10,209
Options canceled	2,485,580
Outstanding—January 31, 2016	938,720
Authorized	8,431,893
Options and RSUs granted	(7,441,998	)
Common stock repurchased	—
Options and RSUs canceled	4,433,615
Outstanding—January 31, 2017	6,362,230

The following is a summary of stock option activity under the 2008 Plan for the year ended January 31, 2017:

				Options outstanding
	Number of shares underlying outstanding options			Weighted- average exercise price		Weighted- average remaining contractual term		Aggregate intrinsic value
						(in years)		(in thousands)
Outstanding—January 31, 2016		26,526,083		$	2.71		8.2	$	59,882
Options granted		5,520,773		$	5.03
Options exercised		(1,010,256	)	$	2.27
Common stock repurchased		—			—
Options canceled		(4,228,990	)	$	3.23
Outstanding—January 31, 2017		26,807,610		$	3.12		7.5	$	60,756
Vested and exercisable
January 31, 2016		9,187,031		$	1.76		7.0	$	29,260
January 31, 2017		14,281,289		$	2.26		6.8	$	44,719
Vested and expected to vest
January 31, 2016(1)		23,769,550		$	2.64		8.3	$	55,854
January 31, 2017(1)		25,046,171		$	3.09		7.5	$	57,552

(1) The expected to vest options are a result of applying the forfeiture rate assumptions to unvested options outstanding.

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for options that had exercise prices that were lower than the fair value per share of the common stock. The aggregate intrinsic value of stock options exercised for the years ended January 31, 2016 and 2017 $4.5 million and $2.9 million, respectively.

The weighted-average grant date fair value of options granted during the years ended January 31, 2016 and 2017 was $2.06 and $2.89 per share, respectively.

The total grant date fair value of options vested for the years ended January 31, 2016 and 2017 was $8.6 million and $11.4 million, respectively.

F-30

The valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the calculation, including the expected term (weighted-average period of time that the options granted are expected to be outstanding), the expected volatility of the Company’s common stock, a risk-free interest rate and expected dividend yield. The weighted-average assumptions used to estimate the fair value of stock options granted in the following periods was:

	Fiscal Year Ended January 31,
	2015			2016			2017
Risk-free interest rate		1.85	%		1.64	%		1.52	%
Expected term (in years)		6.08			6.08			6.04
Expected volatility		62.72	%		55.80	%		61.68	%
Dividend yield		0	%		0	%		0	%

The fair value of each grant of stock options was determined using Black-Scholes and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine.

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. The fair values of the common stock underlying the stock-based awards were determined by the Company’s board of directors, which considered numerous objective and subjective factors to determine the fair value of common stock at each grant date. These factors included, but were not limited to, (i) contemporaneous valuations of common stock performed by third-party specialists; (ii) the lack of marketability of the common stock; (iii) developments in the business; (iv) the likelihood of achieving a liquidity event, such as an IPO or sale of the Company given prevailing market conditions; and (v) operating and financial performance.

Expected Term. The expected term of the options is calculated as the midpoint between the vesting date and the end of the contractual term of the option grants.

Expected Volatility. Since the Company’s common stock is currently not publicly traded and, therefore, no historical data on volatility of its stock is available, the expected volatility is based on an average of the historical volatility of a group of comparable publicly traded companies in similar industries over a period equivalent to the expected term of the options.

Risk-Free Interest Rate. The risk-free rate that the Company uses is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the options.

Dividends. The Company has never declared or paid any cash dividends and does not plan to pay cash dividends in the foreseeable future and, therefore, used an expected dividend yield of zero in the valuation model.

The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the    awards, which are generally the vesting periods. Compensation expense related to options granted to non-employees is recognized as the equity instruments vest, and such options are revalued at each reporting date. As a result, compensation expense related to unvested options granted to non-employees fluctuates as the fair value of the Company’s common stock fluctuates.

Restricted Stock Units

The Company grants RSUs to its executives, employees, and members of the Board. The Board determines the vesting conditions for RSUs and the period over which the RSUs will vest and be settled. RSUs convert into common stock upon vesting and settlement.

F-31

Performance RSUs. The Company grants RSUs that contain vesting requirements that must be satisfied on or before the expiration date of the RSUs in order for an RSU to vest (in whole or in part): (i) a time and service-based requirement and (ii) performance conditions (altogether, PSUs). The time and service-based requirement is met by the recipient’s continuing employment and service with the Company from grant date through the applicable date. In general, the time and service-based requirement is two years. The performance conditions consist of the occurrence of a liquidity event and, in some instances, individual performance conditions by the recipient. The liquidity event performance condition is not satisfied unless and until the earlier to occur of (i) a change of control or (ii) the first date following the expiration of all lockup and blackout periods following an IPO; in either case, prior to the expiration date of the PSU and subject to the recipient’s continuing employment and service with the Company through the applicable date.

Stock-based compensation expense is measured and recognized in the financial statements based on the fair value of the Company’s common stock on the date of the grant. Stock-based compensation expense is recognized, net of estimated and actual forfeitures, over the requisite service period of the award, and upon performance conditions being met.

A summary of the RSU activity during the year ended January 31, 2017 is presented below:

	Shares			Weighted average grant date fair value per share
Outstanding January 31, 2016		—			—
Awarded (unaudited)		1,921,225		$	5.09
Released (unaudited)		—			—
Forfeited (unaudited)		(204,625	)		5.01
Outstanding January 31, 2017		1,716,600		$	5.10

Stock-Based Compensation Expense

Stock Options

In connection with the 2008 Plan, the Company recognized stock-based compensation as follows (in thousands):

	Fiscal Year Ended January 31,
	2015		2016		2017
Stock-based compensation:
Cost of product revenue	$	82	$	181	$	264
Cost of support and maintenance revenue		92		176		323
Research and development		1,762		2,906		5,227
Sales and marketing		1,658		3,073		4,115
General and administrative		1,600		3,419		3,905
Total stock-based compensation expense	$	5,194	$	9,755	$	13,834

As of January 31, 2016 and 2017, the total unrecognized stock-based compensation expense for unvested stock options, net of expected forfeitures, was $26.5 million and $24.1 million, respectively, which is expected to be recognized over a weighted-average period of 3.0 years and 2.4 years, respectively.

Restricted Stock Units

As of January 31, 2017, the Company had not recognized stock-based compensation expense related to the outstanding PSUs as it has determined that it is not probable that either of the liquidity events will occur. As of

F-32

January 31, 2017, the total unrecognized stock-based compensation expense, net of actual forfeitures, for PSUs granted during the year ended thereof is $8.8 million. Expensing for these PSUs would commence upon vesting and continue through the final vesting date of December 15, 2018.

Common Stock Warrants

In connection with the Loan and Security Agreement with SVB, the Company issued immediately exercisable and fully vested warrants to purchase 25,000 shares of common stock. The fair value of the warrant was $27,000 and was recorded in Other income (expense), net in the consolidated statements of operations. In July 2013, upon drawing down on the term loan, the Company issued the lender a warrant to purchase an additional 125,000 shares of common stock. The warrants have an exercise price of $1.30. The warrants expire in May 2023. The Company determined the fair value of the additional common stock warrants on the date of issuance to be $0.1 million, which was recorded as a debt discount. The debt discount was amortized to interest expense over the loan term using the effective-interest rate method. In connection with the total term loan balance being repaid during the year ended January 31, 2015, the unamortized debt discount of $0.1 million was written off.

The fair value of the common stock warrants was determined using a Black-Scholes option pricing model with the following assumptions: fair value of common stock of $1.50 to $1.55, expected volatility of 61.7% to 62.1%, contractual term of 9.9 to 10 years, and risk-free interest rate of 2.0% to 2.6%. The fair value of the common stock warrants were recorded to additional paid-in capital upon issuance. The warrants from this arrangement remain outstanding as of January 31, 2017.

(11) 401(k) Plan

The Company maintains a tax-qualified retirement plan, or the 401(k) plan. Participants are able to defer eligible compensation up to applicable annual Internal Revenue Code limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan allows the Company to make matching contributions and profit sharing contributions to eligible participants. No contributions were made for the years ended January 31, 2016 and 2017.

(12) Net Loss and Unaudited Net Loss Per Share Attributable To Common Stockholders

(a) Net Loss Per Share Attributable to Common Stockholders

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company’s convertible preferred stock is considered a participating security. Participating securities do not have a contractual obligation to share in the Company’s losses. As such, for the periods the Company incurs net losses, there is no impact on the calculated net loss per share attributable to common stockholders in applying the two-class method.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, participating securities, stock options to purchase common stock, RSUs, warrants to purchase common stock and convertible preferred stock are considered to be common stock equivalents and have been excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect is antidilutive.

F-33

The computation of basic and diluted net loss per share is as follows (in thousands, except share and per share data):

	Fiscal Year Ended January 31,
	2015			2016			2017
Numerator:
Net loss	$	(69,686	)	$	(100,968	)	$	(105,801	)
Denominator:
Weighted-average common shares outstanding		18,010,120			19,799,449			21,142,173
Weighted-average unvested common shares subject to repurchase		(1,507,639	)		(953,769	)		(486,877	)
Weighted-average shares—basic and diluted		16,502,481			18,845,680			20,655,296
Net loss per share attributable to common stockholders—basic and diluted	$	(4.22	)	$	(5.36	)	$	(5.12	)

The potential absolute shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:

	As of January 31,
	2016		2017
	(in shares)
Convertible preferred stock (on an if-converted basis)		63,665,937		63,665,937
Stock options and RSUs		26,526,083		28,524,210
Early exercised stock options		712,694		295,404
Convertible preferred stock warrants		241,500		241,500
Common stock warrants		150,000		150,000
Total		91,296,214		92,877,051

(b) Unaudited Pro Forma Net Loss Per Share Attributable to Common Stockholders

Pro forma basic and diluted net loss per share have been computed to give effect, even if antidilutive, to the conversion of the Company’s convertible preferred stock into common stock as of the beginning of the period presented or the original issuance date, if later, and the re-measurement and the assumed reclassification to equity upon consummation of a Qualified IPO as if it occurred at the beginning of the period presented.

F-34

The computation of pro forma basic and diluted net loss per share is as follows (in thousands, except share and per share data):

	Fiscal Year Ended January 31,
	2016			2017
	(unaudited)
Net loss used to compute pro forma net loss per share attributable to common stockholders:
Net loss	$	(100,968	)	$	(105,801	)
Change in fair value of convertible preferred stock warrant liability		49			36
Pro forma net loss	$	(100,919	)	$	(105,765	)
Weighted-average shares used to compute pro forma net loss per share attributable to common stockholders:
Weighted-average shares used to compute net loss per share—basic and diluted		18,845,680			20,655,296
Pro forma adjustment to reflect assumed conversion of convertible preferred stock		55,806,742			107,958,277
Pro forma weighted-average shares—basic and diluted		74,652,422			128,613,573
Pro forma net loss per share attributable to common stockholders—basic and diluted	$	(1.35	)	$	(0.82	)

The potential absolute shares of common stock that were excluded from the computation of pro forma diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows:

	As of January 31,
	2016		2017
Stock options and RSUs		26,526,083		28,524,210
Early exercised stock options		712,694		295,404
Convertible preferred stock warrants		241,500		241,500
Common stock warrants		150,000		150,000
Total		27,630,277		29,211,114

(13) Taxes

The provision for income taxes is based upon the income (loss) before income taxes as follows (in thousands):

	Fiscal Year Ended January 31,
	2016			2017
Domestic	$	(101,841	)	$	(106,856	)
Foreign		1,507			1,520
Total loss before provision for income taxes	$	(100,334	)	$	(105,336	)

F-35

The provision for income taxes consisted of the following (in thousands):

	Fiscal Year Ended January 31,
	2016			2017
Current:
Federal	$	—		$	—
State		36			12
Foreign		606			443
Total current tax provision	$	642		$	455
Deferred:
Federal	$	—		$	(8	)
State		—			—
Foreign		(8	)		18
Total deferred tax provision		(8	)		10
Provision for income taxes	$	634		$	465

The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate to income before taxes as follows (in thousands):

	Fiscal Year Ended January 31,
	2016			2017
U.S. federal taxes at statutory tax rate	$	(34,114	)	$	(35,816	)
State taxes, net of federal benefit		31			8
Nondeductible expenses		288			281
Nondeductible stock-based compensation		1,997			2,894
Foreign rate differential		83			(59	)
Other		(1,425	)		(618	)
Change in valuation allowance		33,774			33,775
Provision for income taxes	$	634		$	465

During the year ended January 31, 2017, the Company’s provision for income taxes was primarily attributable to U.S. state taxes, as well as foreign tax provision in certain foreign jurisdictions in which it conducts business.

F-36

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of deferred income tax assets and liabilities are as follows (in thousands):

	Fiscal Year Ended January 31,
	2016			2017
Deferred tax assets:
Net operating losses	$	65,663		$	93,497
Depreciation and amortization		1,571			2,527
Accruals and reserves		9,451			14,565
Stock-based compensation		1,832			3,715
Tax credits		3,227			4,592
Other		8			5
Gross deferred tax assets	$	81,752		$	118,901
Valuation allowance		(81,660	)		(118,827	)
Net deferred tax assets after valuation allowance	$	92		$	74
Deferred tax liabilities	$	—		$	—
Total net deferred tax assets	$	92		$	74

The valuation allowance increased by $37.2 million during the year ended January 31, 2017. Management recorded a full valuation allowance against the net federal and state deferred tax assets as it is not more likely than not that the assets will be realized. Realization of deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. At such time, if it is determined that it is more likely than not that the deferred tax assets are realizable, the valuation allowance will be adjusted.

As of January 31, 2017, the Company had net operating loss carryforwards and tax credit carryforwards as follows (in thousands):

	Amount		Expiration year
Net operating losses, federal	$	257,850	2028-2037
Net operating losses, California		47,293	2028-2037
Net operating losses, other states		74,601	Various
Tax credits, federal		4,916	2031-2037
Tax credits, state		4,119	Indefinite

The net operating losses (NOL) include tax benefits related to stock option exercises that, when realized, will be recorded as a credit to additional paid-in capital for federal and state income tax purposes. Federal and California tax laws impose limitations on the utilization of NOL and credit carryforwards in the event of an “ownership change” for tax purposes, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company’s ability to utilize these carryforwards may be limited as a result of such “ownership change.”

The Company has no present intention of remitting undistributed earnings of foreign subsidiaries and, accordingly, no deferred tax liability has been established relative to these earnings. The tax impact of any repatriation of the Company’s undistributed earnings of foreign subsidiaries is immaterial.

F-37

The activity related to the unrecognized tax benefits is as follows:

	Year Ended January 31,
	2016		2017
	(in thousands)
Gross unrecognized tax benefits—beginning balance	$	—	$	2,511
Increase related to tax positions taken during current year		1,087		1,087
Increase related to tax positions taken during prior years		1,424		—
Gross unrecognized tax benefits—ending balance	$	2,511	$	3,598

As of January 31, 2016 and 2017, the Company has unrecognized tax benefits of $2.5 million and $3.6 million, respectively, none of which would have an impact on the effective tax rate, if recognized.

The Company recognizes interest and penalties related to uncertain tax positions, if any, as a component of its income tax provision. The Company recognized no interest and penalties related to uncertain tax positions for the years ended January 31, 2016 and 2017 in the consolidated statements of operations or balance sheets. None of the unrecognized tax benefits, if recognized currently, would impact the Company’s effective tax rate. The Company does not expect any material changes to its uncertain tax positions within the next twelve months.

The Company files federal, state, and foreign income tax returns in many jurisdictions in the United States and abroad. For U.S. federal and state income tax purposes, the statute of limitations currently remains open for all years due to the Company’s NOL carryforwards. The Company is not currently under examination in any jurisdiction.

Income tax expense or benefit from continuing operations is generally determined without regard to other categories of earnings, such as discontinued operations and other comprehensive income. An exception is provided in ASC 740 when there is aggregate income from categories other than continuing operations and a loss from continuing operations in the current year. In this case, the tax benefit allocated to continuing operations is the amount by which the loss from continuing operations reduces the tax expenses recorded with respect to the other categories of earnings, even when a valuation allowance has been established against the deferred tax assets. In instances where a valuation allowance is established against current year losses, income from other sources, including unrealized gains from available-for-sale securities recorded as a component of other comprehensive income, is considered when determining whether sufficient future taxable income exists to realize the deferred tax assets.

(14) Segment Information

The Company’s chief operating decision maker is a group which is comprised of its Chief Executive Officer and Chief Financial Officer. This group reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has a single reportable segment.

The following table sets forth revenue by geographic area by customer location (in thousands):

	Fiscal Year Ended January 31,
	2015		2016		2017
United States	$	34,862	$	60,300	$	87,519
EMEA		9,907		13,712		18,207
Rest of the World		5,030		12,000		19,379
Total revenue	$	49,799	$	86,012	$	125,105

F-38

As of January 31, 2016 and 2017, $14.4 million and $10.2 million, respectively, of the Company’s long-lived assets were located in the United States.

(15) Related-Party and Other Transactions

In 2013, one executive and one non-executive employee exercised stock options early in exchange for full-recourse promissory notes in an amount of $2.2 million bearing annual interest of 1.62% to 1.64% payable to the Company. These notes are secured by the underlying shares purchased and such unvested shares can be repurchased by the Company upon employee termination at the original issuance price. The promissory notes and accrued interest become due and payable in full beginning in August 2018 and ending in December 2018, but will become due earlier in connection with the Company’s public filing of a registration statement with the Securities and Exchange Commission for an IPO if the existence of the notes would violate any applicable law, or when the Company has a change in control or the executive terminates services. The Company is recording the notes receivable balance within equity with a corresponding entry to additional paid-in capital upon the vesting of these shares. Employee notes receivable as of January 31, 2016 and 2017 was $1.4 million and $1.5 million, respectively. For the year ended January 31, 2017, $0.4 million of principal and interest payment was made by the non-executive employee.

In 2013, one executive employee exercised stock options early in exchange for a promissory note in an amount of $6.6 million bearing interest of 1.92% payable to the Company. This note is secured by the underlying shares purchased and such unvested shares can be repurchased by the Company upon employee termination at the original issuance price. The promissory note and accrued interest become due and payable in full in October 2020, but will become due earlier in connection with the Company’s public filing of a registration statement with the Securities and Exchange Commission for an IPO if the existence of the note would violate any applicable law, or when the Company has a change in control or the executive terminates services. Because the Company only has partial recourse under the promissory note, the Company deemed the exercise of the stock options to be nonsubstantive. As such, the note receivable is not reflected in these consolidated financial statements and the related stock transaction will be recorded at the time the note receivable is settled in cash. No principal payments were made as of January 31, 2017.

In April 2014, the Company entered into a full-recourse promissory note of $65,000 with an employee which is included in Other long-term assets. The note is secured by 120,000 shares of common stock held by the employee. The note bears interest at the rate of 1.80% per annum and principal and interest is due in April 2019.

In July 2015, certain executives of the Company participated in the Series F financing round, and acquired 68,120 shares of Series F Convertible Preferred Stock with an aggregate value of $0.5 million.

(16) Subsequent Events

The Company has evaluated subsequent events from the consolidated balance sheet date through June 1, 2017, the date on which the consolidated financial statements were available to be issued.

(a) In February 2017, the Board approved grants of options under the 2008 Plan to certain eligible employees to purchase a total of 999,600 shares, and grants of PSUs under the 2008 Plan to certain eligible employees covering a total of 2,918,523 shares. The total grant date fair value for these options is $2.9 million and is $15.7 million for these PSUs. Expensing for these PSUs would commence upon vesting and continue through the final vesting date.

(b) In February and March 2017, the Company entered into amendments to its New Facility Agreement with TriplePoint that increased the facility amount from $35.0 million to $60.0 million in total. Under these amendments, the maturity of the $35.0 million of previously outstanding indebtedness was extended from August 2017 to August 2018, and the Company borrowed an additional $15.0 million which will mature in February 2019. Accordingly, the total amount outstanding of $35.0 million under the new Facility Agreement as

F-39

of January 31, 2017 is presented in Long-term debt in the accompanying consolidated balance sheet. As of April 30, 2017, an aggregate principal amount of $50.0 million was outstanding under this facility. The remaining $10.0 million under this facility will become available to the Company in July 2017.

In conjunction with the amendment of the New Facility Agreement, the Company issued a warrant for 170,300 shares of Series F Convertible Preferred Stock at an exercise price of $7.34 per share. Out of the 170,300 shares, 102,180 shares was initially exercisable upon issuance, and the remaining 68,120 shares becomes exercisable upon additional loan being made available and drawn. This warrant expires in February 2024 or 5 years from the effective date of the Company’s IPO, whichever is later. In February 2017, the Company drew down $15.0 million at an interest rate of 9% per annum. Interest was payable for the first twenty four months with the principal due at the end of the loan term.

(c) In February, March and May 2017, the Company amended its Loan and Security Agreement with SVB that increased the non-formula loan availability from $5.0 million to $10.0 million until July 2017 and extended the maturity. In addition, the Company drew down an additional $5.0 million under the Loan and Security Agreement.

(d) In February 2017, the Company amended its Certificate of Incorporation to increase the number of authorized shares of preferred stock from 63,907,437 to 64,077,737.

(e) In April 2017, the Company amended its Certificate of Incorporation to modify the automatic conversion terms that would apply to shares of Series E and Series E-1 Convertible Preferred Stock in the event that the Company completes a Qualified IPO in which the per share public offering price is less than the Series E and Series E-1 Convertible Preferred Stock purchase price of $7.24638 per share. In lieu of holders of the Series E and Series E-1 Convertible Preferred Stock having an election to receive cash in such circumstances, under the amended Certificate of Incorporation, the holders of Series E and Series E-1 Convertible Preferred Stock will have similar rights as the holders of Series F Convertible Preferred Stock if the per share public offering price in a Qualified IPO is less than 1.1x the Series E and Series E-1 Convertible Preferred Stock purchase price, or $7.971018.

(f) In April 2017, the Board approved grants of options under the 2008 Plan to certain eligible employees to purchase a total of 847,175 shares, and grants of PSUs under the 2008 Plan to certain eligible employees covering a total of 1,601,050 shares. In addition, the Board approved PSUs for eligible employees covering 77,458 shares, which were granted in May 2017. The total grant date fair value for these options is $2.4 million and is $9.0 million for these PSUs. Expensing for these PSUs would commence upon vesting and continue through the final vesting date.

(g) In May 2017, the Company entered into a Note Purchase Agreement with certain of its stockholders pursuant to which such stockholders have agreed to purchase from the Company, and the Company has agreed to sell to such stockholders, one or more subordinated convertible promissory notes (Convertible Promissory Notes) having a maximum aggregate principal amount of $25.0 million. Subject to the terms and conditions set forth in the Note Purchase Agreement, the Convertible Promissory Notes may be issued and sold in one or more tranches (each a Tranche) in aggregate amounts to be determined by the Company pursuant to approval of a majority of the members of the Company’s board of directors. Within 30 days of the Company providing a written notice to the relevant stockholders that the Company intends to draw funds under a Tranche, the stockholders shall purchase the required Convertible Promissory Notes. The obligations of the Company to issue and the stockholders to purchase Convertible Promissory Notes will expire upon the earliest to occur of (i) April 30, 2018, (ii) the closing of an initial public offering of the Company’s stock, or (iii) the Company’s issuance and sale of equity or debt securities for aggregate gross proceeds of at least $25.0 million.

Convertible Promissory Notes will have an interest rate of 5.0% per annum and will mature one year from the date of issuance. If the Company issues and sells shares of preferred stock for aggregate gross proceeds of at

F-40

least $20 million (a Qualified Financing) prior to the maturity of Convertible Promissory Notes, the Convertible Promissory Notes will convert into shares of the Company’s preferred stock at a price equal to 90% of the purchase price per share in the Qualified Financing. If the Company issues and sells shares of preferred stock in a financing that does not constitute a Qualified Financing, then upon the election of holders of at least 2/3 of the aggregate outstanding principal amount of Convertible Promissory Notes, the Convertible Promissory Notes will convert into shares of preferred stock at a price equal to the purchase price per share in such non-Qualified Financing. If the Company completes an IPO prior to a subsequent financing, the Convertible Promissory Notes will convert into shares of Company common stock at a price equal to 90% of the offering price per share in such IPO.

The Convertible Promissory Notes may not be prepaid without the written consent of holders of 2/3 of the aggregate outstanding principal amount of Convertible Promissory Notes. In the event of a change of control of the Company, as defined in the Note Purchase Agreement, the outstanding principal amount of the Convertible Promissory Notes, plus all accrued and unpaid interest, in each case that has not otherwise been converted into equity securities, will be due and payable immediately prior to the closing of such change of control, together with a premium equal to 50% of the outstanding principal amount to be prepaid.

(h) In May 2017, the Company repriced each outstanding and unexercised stock option held by current service providers with an exercise price in excess of $2.28 per share (each, an “Eligible Option”), to a new exercise price of $2.28 per share, which is no less than the fair market value of the Company’s common stock as determined by the Company’s compensation committee on the date of repricing. Eligible Options covering approximately 20,577,250 shares of the Company’s common stock with a weighted average exercise price of $4.05 were repriced on May 30, 2017. The consolidated financial statements do not include any adjustments related to unrecognized stock-based compensation expense that result from the option repricing.

(i) In May 2017, the Board adopted a 2017 Equity Incentive Plan (the “2017 Plan”) and approved the termination of the 2008 Plan, which are to be effective concurrently upon closing of the IPO. The Board also approved an additional 14,923,169 shares for issuance under the 2008 Plan.

In May 2017, the Board of the Company authorized and approved a 2017 Employee Stock Purchase Plan (the “ESPP”). The Board also adopted and approved the Executive Incentive Compensation Plan.

In May 2017, the Board approved grants of options under the 2008 Plan to certain executives as a one-time retention grant to purchase a total of 1,125,000 shares (the “Retention Options”), and grants of PSUs under the 2008 Plan covering a total of 4,375,000 shares (the “Retention RSUs”). The Board also approved grants of options to two executives to purchase an additional 3,537,751 shares (the “Additional Options”). The exercise price of the Retention Options and Additional Options is $2.28 per share, the fair market value of the common stock on the date of grant as determined by the Company’s compensation committee. The Retention Options vest and become exercisable in equal monthly installments over the two years following the closing of the IPO and subject to the holder’s continued service through each vesting date. The Retention RSUs vest as to 3/8th of the Retention RSUs on March 15, 2018, 1/8th of the Retention RSUs every three months thereafter on the 15th day of the month, subject to the holder’s continued service through each vesting date. The Retention Options and Retention RSUs are forfeited if the closing of the IPO does not occur by July 31, 2017. The Additional Options are fully vested and exercisable on the date of grant.

(j) In June 2017, two executive employees repaid promissory notes they held with us in full through the Company’s repurchase of 3,006,629 shares and 531,122 shares, respectively, of their common stock. Such shares were valued at $2.28 per share, which is the fair market value of the Company’s common stock as determined by the Company’s compensation committee on the date of repurchase.

(k) In June 2017, the Company issued an aggregate of 4,217,061 shares of its Series E-2 Convertible Preferred Stock to a total of four accredited investors in exchange for 4,217,061 shares of Series E Convertible

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Preferred Stock. The Company also issued an aggregate of 3,133,516 shares of its Series F-2 Convertible Preferred Stock to a total of four accredited investors in exchange for 3,133,516 shares of Series F Convertible Preferred Stock.

In June 2017, the Company amended its certificate of incorporation to increase the authorized shares of common stock from 128,000,000 to 177,000,000 and the number of authorized shares of preferred stock from 64,077,737 to 71,428,314.

(l) In June 2017, the Company amended its certificate of incorporation to eliminate certain variable rate adjustments to the conversion ratios of the Series E, E-1 and F Convertible Preferred Stock and replaced them with certain fixed conversion ratios for purposes of this offering. Pursuant to these fixed conversion ratios, an additional 44,292,340 shares of common stock will be issued to holders of Series E, E-1 and F Convertible Preferred Stock, as well as holders of newly created shares of E-2 and F-2 Convertible Preferred Stock, who are referred to as the Series E-2 and F-2 Holders, upon the conversion of their shares immediately prior to the closing of the IPO. The Company also issued warrants to purchase up to 10,000,000 shares of common stock to the Series E-2 and F-2 Holders. The warrants are exercisable for ten years from the date of grant and have an exercise price of $2.74 per share, which represents 1.2x the fair market value of the Company’s common stock as of the date of grant. The warrants may be exercised on a cashless basis. The issuance of additional shares of common stock and the exercisability of the warrants shall occur only in the event that the Company conducts a qualifying IPO on or before July 30, 2017 as provided in the certificate of incorporation.

Stockholders participating in the foregoing transactions include members of the Company’s board of directors and executive officers, as well as venture capital funds that beneficially own 5% or more of the Company’s outstanding capital stock and/or were represented on the Company’s board of directors.

Series E-2 and F-2 Holders are entitled to one vote for each share of common stock into which such shares of Convertible Preferred Stock could be converted. In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series F-2 Convertible Preferred Stock are entitled to receive, prior to and in preference to any distribution to holders of other series of Convertible Preferred Stock, a liquidation preference of $7.34 per share. The holders of Series E-2 Convertible Preferred Stock are entitled to receive, prior to and in preference to any distribution to holders of common stock, a liquidation preference of an amount equal to $7.24638 per share.

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PART II—INFORMATION NOT REQUIRED IN 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, upon completion of this offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.

SEC registration fee	$	11,590
FINRA filing fee		15,550
Exchange listing fee		*
Printing and engraving		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Transfer agent and registrar fees		*
Miscellaneous		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

On completion of this offering, as permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation will include provisions that eliminate the personal liability of its directors for monetary damages for breach of their fiduciary duty as directors, excluding liability for any breach of the duty of loyalty.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of incorporation and amended and restated bylaws of the Registrant will provide that:

• The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person 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 Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

• The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.

• The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

• The Registrant will not be obligated pursuant to the amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification.

• The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

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• The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents.

The Registrant’s policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.

These indemnification provisions and the indemnification agreements entered into between the Registrant and its officers and directors may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The underwriting agreement to be filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the Registrant and its officers and directors for certain liabilities arising under the Securities Act and otherwise.

Item 15. Recent Sales of Unregistered Securities.

Sales of Preferred Stock

In January 2014, the Registrant sold and issued an aggregate of 9,849,995 shares of its Series E preferred stock to a total of nine accredited investors at a purchase price per unit of $7.24638, for an aggregate purchase price of approximately $71.4 million.

In January 2014, the Registrant sold and issued an aggregate of 500,000 shares of its Series E-1 preferred stock to an accredited investor at a purchase price per unit of $7.24638, for an aggregate purchase price of approximately $3.6 million.

In July 2015, the Registrant sold and issued an aggregate of 16,969,165 shares of its Series F preferred stock to a total of 22 accredited investors at a purchase price per unit of $7.34, for an aggregate purchase price of approximately $124.6 million.

In May 2017, the Registrant issued an aggregate of 4,217,061 shares of its Series E-2 preferred stock to a total of four accredited investors in exchange for 4,217,061 shares of Series E preferred stock.

In May 2017, the Registrant issued an aggregate of 3,133,516 shares of its Series F-2 preferred stock to a total of four accredited investors in exchange for 3,133,516 shares of Series F preferred stock.

Warrant Issuances

In February and June 2015, the Registrant issued a warrant to purchase up to an aggregate of 724,500 shares of its Series E preferred stock at an exercise price of $2.42 per share to an accredited investor in connection with the entry into a loan and security agreement.

In February 2017, the Registrant issued a warrant to purchase up to an aggregate of 510,900 shares of its Series F preferred stock at an exercise price of $2.45 per share to an accredited investor in connection with the amendment of a loan and security agreement.

In June 2017, the Registrant agreed to issue warrants to purchase up to 10,000,000 shares of common stock at an exercise price of $2.74 per share to a total of three accredited investors in exchange for their shares of one subseries of preferred stock for another and related amendments to the Registrant’s certificate of incorporation.

Option Issuances

From February 1, 2013 through June 1, 2017, the Registrant granted its employees, consultants and other service providers options to purchase an aggregate 41,413,242 shares of common stock under its 2008 Stock Plan at exercise prices ranging from $1.30 to $2.28 per share.

II-2

From February 1, 2013 through June 1, 2017 the Registrant granted to a service provider options to purchase 5,988 shares of common stock other than pursuant to the 2008 Stock Plan or any other equity plan at an exercise price of $3.34.

RSU Issuances

From February 1, 2013 through June 1, 2017, the Registrant granted or approved 10,893,256 RSUs to certain of its employees, consultants and other service providers under its 2008 Stock Plan.

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 in reliance on Section 4(a)(2) thereof 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.

(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 of 1933, as amended, may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 of 1933, 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 of 1933, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Mountain View, California, on the 1st day of June 2017.

TINTRI, INC.
By:	/S/    KEN KLEIN
	Ken Klein
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ken Klein, Ian Halifax and Michael Coleman, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    KEN KLEIN         Ken Klein	Chairman and Chief Executive Officer (Principal Executive Officer)	June 1, 2017
/S/    IAN HALIFAX         Ian Halifax	Chief Financial Officer (Principal Accounting and Financial Officer)	June 1, 2017
/S/    JOHN BOLGER         John Bolger	Director	June 1, 2017
/S/    CHARLES GIANCARLO         Charles Giancarlo	Director	June 1, 2017
/S/    ADAM GROSSER         Adam Grosser	Director	June 1, 2017
/S/    KIERAN HARTY         Kieran Harty	Director	June 1, 2017

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Signature	Title	Date
/S/    HARVEY JONES         Harvey Jones	Director	June 1, 2017
/s/    Christopher Schaepe         Christopher Schaepe	Director	June 1, 2017
/S/    PETER SONSINI         Peter Sonsini	Director	June 1, 2017

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 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	Amended and Restated Investors’ Rights Agreement dated as of July 24, 2015, between the Registrant and the other parties thereto
4.2	Plain English Warrant Agreement between the Registrant and TriplePoint Capital LLC, dated February 6, 2015
4.3	Warrant to purchase common stock issued by the Registrant to Silicon Valley Bank, dated May 14, 2013
4.4**	Specimen common stock certificate of the Registrant
4.5	Plain English Warrant Agreement between the Registrant and TriplePoint Capital LLC, dated February 24, 2017
4.6	Form of Warrant to purchase common stock issued by the Registrant dated June 1, 2017
5.1**	Form of 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, to be in effect upon the completion of this offering
10.2+	CEO Employment Agreement between the Registrant and Ken Klein, dated October 4, 2013
10.3+	Offer Letter between the Registrant and Ian Halifax, dated November 25, 2013, as amended
10.4+	Offer Letter between the Registrant and Michael McGuire, dated February 26, 2015
10.5+	Executive Change of Control and Severance Policy
10.6+**	2017 Equity Incentive Plan and forms of awards agreements thereunder
10.7+**	2017 Employee Stock Purchase Plan
10.8+	2008 Stock Plan, as amended, and forms of award agreements thereunder
10.9+	Executive Incentive Compensation Plan
10.10	Lease Agreement between the Registrant and Ravendale Partners, LLC, dated March 28, 2014, as amended
10.11†	Flextronics Infrastructure Manufacturing Services Agreement between the Registrant and Flextronics Telecom Systems Ltd., dated December 22, 2014
10.12	Plain English Growth Capital Loan and Security Agreement between the Registrant and TriplePoint Capital LLC, dated February 6, 2015, as amended
10.13	Loan and Security Agreement between the Registrant and Silicon Valley Bank, dated May 14, 2013, as amended
10.14+**	Confirmatory Employment Letter between the Registrant and Kieran Harty, dated
10.15	Omnibus Amendment dated June 1, 2017 between the Registrant and the other parties thereto
21.1	List of subsidiaries of the Registrant
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2**	Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1)
24.1	Power of Attorney (included in page II-4 to this Registration Statement on Form S-1)

** To be filed by amendment.

+ Indicates a management contract or compensatory plan or arrangement.

† Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed separately with the Securities and Exchange Commission.

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

TINTRÍ, INC.

The undersigned, Ken Klein, hereby certifies that:

1. He is the duly elected and acting President and Chief Executive Officer of Tintrí, Inc., a Delaware corporation.

2. The Certificate of Incorporation of this corporation was originally filed with the Secretary of State of Delaware on June 23, 2008, was amended and restated on August 8, 2008, on July 6, 2009, on December 18, 2009, on May 13, 2011, on July 11, 2012, on January 29, 2014, on July 23, 2015 and April 10, 2017, and was amended on December 10, 2014 and February 23, 2017.

3. The Certificate of Incorporation of this corporation shall be amended and restated to read in full as follows:

ARTICLE I

The name of this corporation is Tintrí, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

ARTICLE IV

(A) Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 248,428,314 shares, each with a par value of $0.00005 per share. 177,000,000 shares shall be Common Stock and 71,428,314 shares shall be Preferred Stock.

(B) Powers, Preferences, Rights and Restrictions of Preferred Stock. The Preferred Stock authorized by this Amended and Restated Certificate of Incorporation (the “Restated Certificate”) may be issued from time to time in one or more series. The first series of Preferred Stock shall be designated “Series A Preferred Stock” and shall consist of 9,200,000 shares. The second series of Preferred Stock shall be designated “Series B Preferred Stock” and shall consist of 12,720,000 shares. The third series of Preferred Stock shall be designated “Series C Preferred Stock” and shall consist of 7,873,869 shares. The fourth series of Preferred Stock shall be designated “Series D Preferred Stock” and shall consist of 6,552,908

shares. The fifth series of Preferred Stock shall be designated “Series E Preferred Stock” and shall consist of 10,091,495 shares. The sixth series of Preferred Stock shall be designated “Series E-1 Preferred Stock” and shall consist of 500,000 shares. The seventh Series of Preferred Stock shall be designated “Series E-2 Preferred Stock” and shall consist of 4,217,061 shares. The eighth series of Preferred Stock shall be designated “Series F Preferred Stock” and shall consist of 17,139,465 shares. The ninth series of Preferred Stock shall be designated “Series F-2 Preferred Stock” and shall consist of 3,133,516 shares. The powers, preferences, rights, and restrictions granted to and imposed on the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series F-2 Preferred Stock are as set forth below in this Article IV(B).

1. Dividend Provisions. No dividend or distribution (other than a dividend payable solely in Common Stock and other than a distribution pursuant to Section 2) shall be declared, set aside or paid on shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock or Common Stock unless there shall have been paid, or set aside for payment simultaneously or prior to payment of such dividends or distributions, dividends, out of any assets legally available therefor, at the rate per annum of $0.587 per share (as adjusted for stock splits, stock dividends, reverse stock splits, reclassifications and the like (collectively, “Stock Split Changes”)) with respect to each outstanding share of Series F Preferred Stock and Series F-2 Preferred Stock. Subject to the preceding sentence, no dividend or distribution (other than a dividend payable solely in Common Stock and other than a distribution pursuant to Section 2) shall be declared, set aside or paid on shares of Common Stock unless there shall have been paid, or set aside for payment simultaneously or prior to payment of such dividends or distributions, dividends, out of any assets legally available therefor, (a) at the rate per annum of $0.04 per share (as adjusted for Stock Split Changes) with respect to each outstanding share of Series A Preferred Stock; (b) at the rate per annum of $0.075 per share (as adjusted for Stock Split Changes) with respect to each outstanding share of Series B Preferred Stock; (c) at the rate per annum of $0.184 per share (as adjusted for Stock Split Changes) with respect to each outstanding share of Series C Preferred Stock; (d) at the rate per annum of $0.305 per share (as adjusted for Stock Split Changes) with respect to each outstanding share of Series D Preferred Stock; (e) at the rate per annum of $0.580 per share (as adjusted for Stock Split Changes) with respect to each outstanding share of Series E Preferred Stock; (f) at the rate per annum of $0.580 per share (as adjusted for Stock Split Changes) with respect to each outstanding share of Series E-1 Preferred Stock and (g) at the rate per annum of $0.580 per share (as adjusted for Stock Split Changes) with respect to each outstanding share of Series E-2 Preferred Stock. Such Preferred Stock dividends shall not be cumulative and shall be payable on a pari passu basis when, as and if declared by the Board of Directors of the Corporation (the “Board of Directors”). After payment of such dividends, any additional dividends or distributions (other than a dividend payable solely in Common Stock and other than a distribution pursuant to Section 2) shall be distributed among the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock, Series F-2 Preferred Stock and Common Stock pro rata based on the number of shares of Common Stock then held by each holder (assuming conversion of all such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series F-2 Preferred Stock into Common Stock).

2. Liquidation.

(a) Series F and Series F-2 Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of the Series F Preferred Stock and Series F-2 Preferred Stock shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of the

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Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock or Common Stock by reason of their ownership thereof, an amount equal to $7.34 per share (as adjusted for Stock Split Changes) for each share of Series F Preferred Stock and Series F-2 Preferred Stock held by them, plus declared but unpaid dividends on such shares of Series F Preferred Stock and Series F-2 Preferred Stock outstanding (collectively, the “Series F Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series F Preferred Stock and Series F-2 Preferred Stock are insufficient to permit the payment to such holders of the full Series F Liquidation Preference, then the entire assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Series F Preferred Stock and Series F-2 Preferred Stock in proportion to the preferential amount each such holder would otherwise be entitled to receive.

(b) Series A, Series B, Series C, Series D, Series E , Series E-1 and Series E-2 Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, and once payment has been made to the holders of the Series F Preferred Stock and Series F-2 Preferred Stock of the full amount of the Series F Liquidation Preference pursuant to subsection 2(a), on a pari passu basis, (i) the holders of the Series A Preferred Stock shall be entitled to receive, from the assets legally available therefor prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $0.50 per share (as adjusted for Stock Split Changes) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends on such shares of Series A Preferred Stock; (ii) the holders of Series B Preferred Stock shall be entitled to receive, from the assets legally available therefor prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $0.943396 per share (as adjusted for Stock Split Changes) for each share of Series B Preferred Stock then held by them, plus declared but unpaid dividends on such shares of Series B Preferred Stock; (iii) the holders of Series C Preferred Stock shall be entitled to receive, from the assets legally available therefor prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $2.295684 per share (as adjusted for Stock Split Changes) for each share of Series C Preferred Stock then held by them, plus declared but unpaid dividends on such shares of Series C Preferred Stock; (iv) the holders of Series D Preferred Stock shall be entitled to receive, from the assets legally available therefor prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $3.8151 per share (as adjusted for Stock Split Changes) for each share of Series D Preferred Stock then held by them, plus declared but unpaid dividends on such shares of Series D Preferred Stock; (v) the holders of Series E Preferred Stock shall be entitled to receive, from the assets legally available therefor prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $7.24638 per share (as adjusted for Stock Split Changes) for each share of Series E Preferred Stock then held by them, plus declared but unpaid dividends on such shares of Series E Preferred Stock; (vi) the holders of Series E-1 Preferred Stock shall be entitled to receive, from the assets legally available therefor prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $7.24638 per share (as adjusted for Stock Split Changes) for each share of Series E-1 Preferred Stock then held by them, plus declared but unpaid dividends on such shares of Series E-1 Preferred Stock and (vii) the holders of Series E-2 Preferred Stock shall be entitled to receive, from the assets legally available therefor prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to $7.24638 per share (as adjusted for Stock Split Changes) for each share of Series E-2 Preferred Stock then held by them, plus declared but unpaid dividends on such shares of Series E-2 Preferred Stock. If, upon the occurrence of such event and subject to

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the payment of the full amount of the Series F Liquidation Preference pursuant to Section 2(a), if the assets and funds thus distributed among the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock in proportion to the preferential amount each such holder would otherwise be entitled to receive.

(c) Remaining Assets. Upon the completion of the distribution required by Section 2(a) and Section 2(b), if assets remain in the Corporation, the holders of the Common Stock of the Corporation shall receive all of the remaining assets of the Corporation, pro rata based on the number of shares of Common Stock held by each.

(d) Certain Acquisitions of the Corporation.

(i) Deemed Liquidation. For purposes of this Amended and Restated Certificate of Incorporation, a “Liquidation Transaction” means an Acquisition of the Corporation (as defined below), provided that if (A) the holders of at least 66 and 2/3% of the Preferred Stock, (B) the holders of at least 66 and 2/3% of the Series E Preferred Stock and Series E-1 Preferred Stock, voting together as a single class, and (C) the holders of at least 53% of the Series F Preferred Stock elect not to treat the transaction as a Liquidation Transaction, an Acquisition of the Corporation shall be deemed not to constitute a Liquidation Transaction. A Liquidation Transaction shall be treated as though it were a liquidation, for purposes of triggering an immediate obligation to pay the liquidation preferences of the Preferred Stock pursuant to Section 2(a) and Section 2(b). An “Acquisition of the Corporation” means (1) a sale, transfer, exclusive license, conveyance or other disposition of all or substantially all of the property or business of the Corporation, or (2) a merger or consolidation with or into any other entity, unless the stockholders of the Corporation immediately before the transaction own 50% or more of the voting stock of the acquiring or surviving corporation following the transaction (taking into account, in the numerator, only stock of the Corporation held by such stockholders before the transaction and stock issued in respect of such prior-held stock of the Corporation), or (3) any other transaction which results in (assuming an immediate and maximum exercise/conversion of all derivative securities issued in the transaction) the holders of the Corporation’s capital stock as of immediately before the transaction owning less than 50% of the voting power of the Corporation’s capital stock as of immediately after the transaction, provided, however, that an equity financing transaction in which the Corporation is the surviving corporation and does not (directly or through a subsidiary) receive any assets other than cash and rights to receive cash shall be deemed not to constitute an Acquisition of the Corporation. A series of related transactions shall be deemed to constitute a single transaction, and where such transactions involve securities issuances, they shall be deemed “related” if under applicable securities laws they would be treated as integrated.

(ii) Mechanics of Payment.

(A) In the event of a Liquidation Transaction effected by a sale of stock by the stockholders of the Corporation or a merger or consolidation of the Corporation with or into any other entity or similar stock transaction (collectively, a “Merger Liquidation”), payment to the holders of Common Stock and Preferred Stock shall be made in the form of consideration specified in the definitive agreement evidencing such Merger Liquidation. In the event of a Liquidation Transaction that is effected other than by Merger Liquidation, or in the event that the definitive agreement evidencing a Merger Liquidation does not specify the form in which payment of the consideration should be made, the payment to

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the holders of Preferred Stock or required by this Section 2(d) shall be made 100% in cash unless the Board of Directors determines otherwise; provided, however, that (1) all holders of Preferred Stock must receive the same form or forms of consideration (and, if more than one form, in the same proportion) and (2) all holders of Common Stock must receive the same form or forms of consideration (and, if more than one form, in the same proportion), unless the holders of at least 66 and 2/3% of the Preferred Stock then outstanding, the holders of at least 66 and 2/3% of the Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock then outstanding, voting together as a single class, and the holders of at least 53% of the Series F Preferred Stock and Series F-2 Preferred stock then outstanding, voting together as a single class, elect otherwise.

(B) Any and all payments under this Section 2(d) shall be from a corpus (“legally available for distribution”) equal to the excess, as of immediately after the Liquidation Transaction, of the total assets of the Corporation over a fair amount for satisfaction of the claims of existing creditors, in each case, in accordance with the Delaware General Corporation Law regarding distributions.

(C) If the nature of the Liquidation Transaction is such that the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock or Series F-2 Preferred Stock is not extinguished thereby, each respective holder of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series F-2 Preferred Stock, as applicable, shall be obliged to surrender such holder’s shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series F-2 Preferred Stock, as applicable, to the Corporation upon payment to such holder of the amount required by this Section 2(d).

(iii) Valuation of Consideration. In the event of a Liquidation Transaction, if all or a portion of the consideration received by the Corporation is other than cash, its value will be set at its fair market value. Any securities shall be valued as follows:

(A) Securities not subject to investment letter or other similar restrictions on free marketability:

(1) If traded on a securities exchange, the value shall be based on the formula specified in the definitive agreements for the Liquidation Transaction or, if no such formula exists, then the value of such securities shall be based on a formula approved by the Board of Directors (including approval by one Series A Director, the Series B Director and the Series E Director then in office) and derived from the closing prices of the securities on such exchange over a specified time period;

(2) If actively traded over-the-counter, the value shall be based on the formula specified in the definitive agreements for the Liquidation Transaction or, if no such formula exists, then the value of such securities shall be based on a formula approved by the Board of Directors (including approval by one Series A Director, the Series B Director and the Series E Director then in office) and derived from the closing bid or sales prices (whichever is applicable) of such securities over a specified time period; and

(3) If there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.

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(B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as specified in Section 2(d)(ii)(A) to reflect the approximate fair market value thereof, as determined in good faith by the Board of Directors.

(iv) Effect of Noncompliance. In the event the requirements of this Section 2(d) or the notice requirements of Article IV(D) are not complied with, the Corporation shall forthwith either cause the closing of the Liquidation Transaction to be postponed until such requirements have been complied with, or cancel such Liquidation Transaction, in which event the rights, preferences, privileges and restrictions of the holders of Preferred Stock shall revert to and be the same as such rights, preferences, privileges and restrictions existing immediately before the date the notice of the Liquidation Transaction should first have been sent pursuant to Article IV(D)(2).

3. Redemption. The Preferred Stock is not redeemable at the option of any holder, provided, however, that this section shall not be construed to prevent the operation of Section 2(d).

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows:

(a) Right to Convert. Subject to Section 4(c), (i) each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $0.50 by (B) the Conversion Price of the Series A Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; (ii) each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $0.943396 by (B) the Conversion Price of the Series B Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; (iii) each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $2.295684 by (B) the Conversion Price of the Series C Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; (iv) each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $3.8151 by (B) the Conversion Price of the Series D Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; (v) each share of Series E Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $7.24638 by (B) the Conversion Price of the Series E Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; (vi) each share of Series E-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $7.24638 by (B) the Conversion Price of the Series E-1 Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; (vii) each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $7.24638 by (B) the Conversion Price of the Series E-2 Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; (viii) each share of Series F Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance

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of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $7.34 by (B) the Conversion Price of the Series F Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion; and (ix) each share of Series F-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing (A) $7.34 by (B) the Conversion Price of the Series F-2 Preferred Stock, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. “Conversion Price” means (1) $0.50 per share for the Series A Preferred Stock, (2) $0.943396 per share for the Series B Preferred Stock, (3) $2.295684 per share for the Series C Preferred Stock, (4) $3.8151 per share for the Series D Preferred Stock, (5) $7.24638 per share for the Series E Preferred Stock, provided, however, for purposes of an automatic conversion of Series E Preferred Stock pursuant to Section 4(b) in connection with the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), if the closing of such offering occurs on or prior to July 30, 2017, “Conversion Price” means $2.41546, (6) $7.24638 per share for the Series E-1 Preferred Stock, provided, however, for purposes of an automatic conversion of Series E-1 Preferred Stock pursuant to Section 4(b) in connection with the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, if the closing of such offering occurs on or prior to July 30, 2017, “Conversion Price” means $4.30784, (7) $7.24638 per share for the Series E-2 Preferred Stock, provided, however, for purposes of an automatic conversion of Series E-2 Preferred Stock pursuant to Section 4(b) in connection with the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, if the closing of such offering occurs on or prior to July 30, 2017, “Conversion Price” means $4.30784, (8) $7.34 per share for the Series F Preferred Stock, provided, however, for purposes of an automatic conversion of Series F Preferred Stock pursuant to Section 4(b) in connection with the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, “Conversion Price” means $2.44667 and (9) $7.34 per share for the Series F-2 Preferred Stock, provided, however, for purposes of an automatic conversion of Series F-2 Preferred Stock pursuant to Section 4(b) in connection with the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, if the closing of such offering occurs on or prior to July 30, 2017, “Conversion Price” means $4.36349, in each case, subject to adjustment as set forth in Section 4(b), Section 4(d) and Section 6(b).

(b) Automatic Conversion. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series F-2 Preferred Stock shall automatically be converted into shares of Common Stock at the applicable Conversion Price at the time in effect for such share immediately upon the earlier of:

(i) the date specified by the vote or written consent of the holders of at least 66 and 2/3% of the then-outstanding shares of Preferred Stock, voting together as a class; provided, however, that any such conversion (a) with respect to the Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock shall require the vote or written consent of the holders of at least 66 and 2/3% of the then-outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock voting together as a single class and (b) with respect to the Series F Preferred Stock and Series F-2 Preferred Stock shall require the vote or written consent of the holders of at least 53% of the then-outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock voting together as a single class; or

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(ii) immediately before the closing of the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act, which results in aggregate proceeds to the Corporation of at least $50,000,000 before underwriting discounts, commissions and expenses (such transaction, a “Qualified IPO”); provided, however, that, with respect to the Series E Preferred Stock only, a firm commitment underwritten public offering the closing of which occurs after July 30, 2017 shall only constitute a Qualified IPO if (1) the per share public offering price is at least $7.971018 (as adjusted for Stock Split Changes) or (2) if the per share public offering price is less than $7.971018 (as adjusted for Stock Split Changes), the Corporation, in its sole discretion, delivers a written notice to each holder of Series E Preferred Stock stating (x) that it has elected to cause the Conversion Price of the Series E Preferred Stock to be adjusted in accordance with this Section 4(b)(ii) and (y) the effective time of such adjustment (the “Series E IPO Adjustment Effective Time”), which shall be no later than the effective time of the automatic conversion of the Series E Preferred Stock pursuant to this Section 4(b); provided further, however, that, with respect to the Series E-1 Preferred Stock only, a firm commitment underwritten public offering the closing of which occurs after July 30, 2017 shall only constitute a Qualified IPO if (1) the per share public offering price is at least $7.971018 (as adjusted for Stock Split Changes) or (2) if the per share public offering price is less than $7.971018 (as adjusted for Stock Split Changes), the Corporation, in its sole discretion, delivers a written notice to each holder of Series E-1 Preferred Stock stating (x) that it has elected to cause the Conversion Price of the Series E-1 Preferred Stock to be adjusted in accordance with this Section 4(b)(ii) and (y) the effective time of such adjustment (the “Series E-1 IPO Adjustment Effective Time”), which shall be no later than the effective time of the automatic conversion of the Series E-1 Preferred Stock pursuant to this Section 4(b); provided further, however, that, with respect to the Series E-2 Preferred Stock only, a firm commitment underwritten public offering the closing of which occurs after July 30, 2017 shall only constitute a Qualified IPO if (1) the per share public offering price is at least $7.971018 (as adjusted for Stock Split Changes) or (2) if the per share public offering price is less than $7.971018 (as adjusted for Stock Split Changes), the Corporation, in its sole discretion, delivers a written notice to each holder of Series E-2 Preferred Stock stating (x) that it has elected to cause the Conversion Price of the Series E-2 Preferred Stock to be adjusted in accordance with this Section 4(b)(ii) and (y) the effective time of such adjustment (the “Series E-2 IPO Adjustment Effective Time”), which shall be no later than the effective time of the automatic conversion of the Series E-2 Preferred Stock pursuant to this Section 4(b); provided further, however, that, with respect to the Series F Preferred Stock only, a firm commitment underwritten public offering shall only constitute a Qualified IPO if (A) such offering results in the aggregate proceeds to the Corporation of at least $75,000,000 before underwriting discounts, commissions and expenses, and (B) for a firm commitment underwritten public offering the closing of which occurs after July 30, 2017 only, (1) the per share public offering price is at least $8.074 (as adjusted for Stock Split Changes) or (2) if the per share public offering price is less than $8.074 (as adjusted for Stock Split Changes), the Corporation, in its sole discretion, delivers a written notice to each holder of Series F Preferred Stock stating (x) that it has elected to cause the Conversion Price of the Series F Preferred Stock to be adjusted in accordance with this Section 4(b)(ii) and (y) the effective time of such adjustment (the “Series F IPO Adjustment Effective Time”), which shall be no later than the effective time of the automatic conversion of the Series F Preferred Stock pursuant to this Section 4(b); provided further, however, that, with respect to the Series F-2 Preferred Stock only, a firm commitment underwritten public offering shall only constitute a Qualified IPO if (A) such offering results in the aggregate proceeds to the Corporation of at least $75,000,000 before underwriting discounts, commissions and expenses, and (B) for a firm commitment underwritten public offering the closing of which occurs after July 30, 2017 only, (1) the per share public offering price is at least $8.074 (as adjusted for Stock Split Changes) or (2) if the per share public offering price is less than $8.074 (as adjusted for Stock Split Changes), the Corporation, in its sole discretion, delivers a written notice to each holder of Series F-2 Preferred Stock stating (x) that it has elected to cause the Conversion Price of the Series F-2 Preferred Stock to be adjusted in accordance with this Section 4(b)(ii) and (y) the effective time of such adjustment (the “Series F-2 IPO Adjustment Effective Time”), which shall be no later than the effective time of the automatic conversion of the Series F-2 Preferred Stock pursuant to this Section 4(b). At the Series E IPO Adjustment Effective Time, the Conversion Price of the Series E Preferred

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Stock shall automatically be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the per share public offering price of Common Stock in such offering, and the denominator of which shall be $7.971018 (as adjusted for Stock Split Changes). At the Series E-1 IPO Adjustment Effective Time, the Conversion Price of the Series E-1 Preferred Stock shall automatically be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the per share public offering price of Common Stock in such offering, and the denominator of which shall be $7.971018 (as adjusted for Stock Split Changes). At the Series E-2 IPO Adjustment Effective Time, the Conversion Price of the Series E-2 Preferred Stock shall automatically be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the per share public offering price of Common Stock in such offering, and the denominator of which shall be $7.971018 (as adjusted for Stock Split Changes). At the Series F IPO Adjustment Effective Time, the Conversion Price of the Series F Preferred Stock shall automatically be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the per share public offering price of Common Stock in such offering, and the denominator of which shall be $8.074 (as adjusted for Stock Split Changes). At the Series F-2 IPO Adjustment Effective Time, the Conversion Price of the Series F-2 Preferred Stock shall automatically be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the per share public offering price of Common Stock in such offering, and the denominator of which shall be $8.074 (as adjusted for Stock Split Changes).

(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert such Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for such series of Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid, and a certificate for the remaining number of shares of Preferred Stock if less than all of the Preferred Stock evidenced by the certificate were surrendered. Such conversion shall be deemed to have been made immediately before the close of business on (A) the date of such surrender of the shares of such series of Preferred Stock to be converted together with written notice of conversion or (B) if applicable, at the time of automatic conversion specified in Section 4(b), 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 as of such date. If the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act or a Liquidation Transaction, the conversion may, at the option of any holder tendering such Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering or the closing of such Liquidation Transaction, in which event any persons entitled to receive Common Stock upon conversion of such Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately before the closing of such sale of securities or such Liquidation Transaction. Notwithstanding the foregoing provisions of this Section 4(c), the Corporation shall not be obligated to issue certificates evidencing shares of Common Stock, unless the holder shall surrender the certificate or certificates therefor, duly endorsed (or a reasonably acceptable affidavit and indemnity undertaking in the case of a lost, stolen or destroyed certificate), at the office of the Corporation or of any transfer agent for such series of Preferred Stock and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid.

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(d) Conversion Price Adjustments of Preferred Stock for Certain Stock Splits, Stock Dividends, Combinations/Reverse Splits and Dilutive Issuances. The Conversion Price of a series of Preferred Stock shall be subject to adjustment from time to time as follows:

(i) Stock Splits and Dividends. In the event the Corporation should at any time after the date upon which any shares of Series F Preferred Stock were first issued (the “Purchase Date”) effectuate a split or subdivision of the outstanding shares of Common Stock or fix a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or in securities or rights convertible into or exchangeable or exercisable for, or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock (“Common Stock Equivalents”), without payment of any consideration, other than in the form of Corporation securities, by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion, exchange or exercise thereof), then, as of such split or subdivision or as of such record date (or the payment date of such dividend or distribution if no record date is fixed), the Conversion Price of each series of Preferred Stock in effect immediately prior to such split, subdivision or record date (or payment date) shall be decreased by multiplying the previously applicable Conversion Price of such series by a fraction whose numerator is the number of shares of Common Stock outstanding immediately before the split, subdivision or record date (or payment date) and whose denominator is (A) in the case of a split or subdivision, the number of shares of Common Stock outstanding immediately after the split or subdivision, (B) in the case of such a dividend/distribution record date, the sum of the number of shares of Common Stock outstanding immediately before such record date plus the number of shares of Common Stock issuable in such dividend/distribution plus the number of shares of Common Stock deemed issuable (without payment) as to any Common Stock Equivalents issuable in such dividend/distribution, with the number of shares issuable with respect to Common Stock Equivalents determined in the manner provided for deemed issuances in Section 4(d)(iii)(C) (subject to possible future recomputation in accordance therewith), and (C) in the case of such a dividend/distribution paid without the setting of a record date, the sum of the number of shares of Common Stock outstanding immediately before such dividend/distribution plus the number of shares of Common Stock issued in such dividend/distribution plus the number of shares of Common Stock deemed issuable (without payment) as to any Common Stock Equivalents issued in such dividend/distribution, with the number of shares issuable with respect to Common Stock Equivalents determined in the manner provided for deemed issuances in Section 4(d)(iii)(C) (subject to possible future recomputation in accordance therewith).

(ii) Reverse Stock Splits. If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a reverse split or combination of the outstanding shares of Common Stock, then, as of such reverse split or combination, the Conversion Price of each series of Preferred Stock in effect immediately prior to such reverse split or combination shall be increased by multiplying the previously applicable Conversion Price for such series by a fraction whose numerator is the number of shares of Common Stock outstanding immediately before the reverse split or combination and whose denominator is the number of shares of Common Stock outstanding immediately after the reverse split or combination.

(iii) Issuance of Additional Shares below Conversion Price. If the Corporation should issue, at any time after the Purchase Date, any Additional Shares (as defined below) without consideration or for a consideration per share less than the Conversion Price of a series of Preferred Stock in effect immediately before the issuance of such Additional Shares (without regard to any adjustment

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to the Conversion Price that would apply to the Series E Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock, or Series F-2 Preferred Stock solely in connection with the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act closing on or prior to July 30, 2017 pursuant to Section 4(a)), the Conversion Price of the affected series of Preferred Stock shall automatically be adjusted as set forth in Section 4(d)(iii)(A)(1) below, unless otherwise provided in this Section 4(d)(iii); provided, however, that, in the event that the Corporation should issue, at any time after the Purchase Date, any Additional Shares for consideration per share greater than the lowest applicable Conversion Price of any series of Preferred Stock other than Series E Preferred Stock, Series E-1 Preferred Stock, or Series E-2 Preferred Stock but less than the Conversion Price of any one or more of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, in each case, in effect immediately before the issuance of such Additional Shares, this Section 4(d)(iii) may not be waived with respect to Series E Preferred Stock, Series E-1 Preferred Stock, or Series E-2 Preferred Stock without the vote or written consent of the holders of at least 66 and 2/3% of the then-outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, voting together as a single class; provided, further, that, in the event that the Corporation should issue, at any time after the Purchase Date, any Additional Shares for consideration per share less than or equal to the lowest then applicable Conversion Price of any series of Preferred Stock other than Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, in each case, in effect immediately before the issuance of such Additional Shares, and the Conversion Price adjustment provided for in Section 4(d)(iii)(A)(1) below is waived with respect to Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock without the affirmative vote or written consent of the holders of at least 66 and 2/3% of the then-outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-1 Preferred Stock, voting together as a single class, then the Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock shall be entitled to the Conversion Price adjustment provided for in Section 4(d)(iii)(A)(2) below, and the Conversion Price adjustment provided for in Section 4(d)(iii)(A)(2) below may not be waived without the vote or written consent of the holders of at least 66 and 2/3% of the then-outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, voting together as a single class (the rights specified in the two immediately preceding provisos, the “Series E Anti-Dilution Consent Right”); provided, further, that, in the event that the Corporation should issue, at any time after the Purchase Date, any Additional Shares for consideration per share greater than the lowest applicable Conversion Price of any series of Preferred Stock other than Series F Preferred Stock or Series F-2 Preferred Stock but less than the Conversion Price of any one or more of the Series F Preferred Stock or Series F-2 Preferred Stock, in each case, in effect immediately before the issuance of such Additional Shares, this Section 4(d)(iii) may not be waived with respect to Series F Preferred Stock or Series F-2 Preferred Stock without the vote or written consent of the holders of at least 53% of the then-outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a single class; provided, further, that, in the event that the Corporation should issue, at any time after the Purchase Date, any Additional Shares for consideration per share less than or equal to the lowest then applicable Conversion Price of any series of Preferred Stock other than Series F Preferred Stock or Series F-2 Preferred Stock, in each case, in effect immediately before the issuance of such Additional Shares, and the Conversion Price adjustment provided for in Section 4(d)(iii)(A)(1) below is waived with respect to Series F Preferred Stock or Series F-2 Preferred Stock without the affirmative vote or written consent of the holders of at least 53% of the then-outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a single class, then the Series F Preferred Stock and Series F-2 Preferred Stock shall be entitled to the Conversion Price adjustment provided for in Section 4(d)(iii)(A)(3) below, and the Conversion Price adjustment provided for in Section 4(d)(iii)(A)(3) below may not be waived without the vote or written consent of the holders of at least 53% of the then-outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a single class (the rights specified in the two immediately preceding provisos, the “Series F Anti-Dilution Consent Right” and, collectively with the Series E Anti-Dilution Consent Right, the “Anti-Dilution Consent Rights”).

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(A) Adjustment Formula.

(1) Whenever the Conversion Price of a series of Preferred Stock is adjusted pursuant to this Section 4(d)(iii) other than pursuant to the second or fourth provisos set forth in the first paragraph of this Section 4(d)(iii), the new Conversion Price shall be determined by multiplying the Conversion Price of the affected series of Preferred Stock then in effect by a fraction, (1) the numerator of which shall be the number of shares of Common Stock outstanding immediately before such issuance of Additional Shares, including the number of shares of Common Stock deemed issued pursuant to the following sentence (together, the “Outstanding Common”) plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares of such Additional Shares. For purposes of the foregoing calculation, the term “Outstanding Common” shall include shares of Common Stock deemed issued pursuant to Section 4(d)(iii)(C).

(2) Whenever the Conversion Price of the Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, as applicable, is adjusted pursuant to the second proviso set forth in the first paragraph of this Section 4(d)(iii), the new Conversion Price of the Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock shall be determined by multiplying the Conversion Price of the Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, as applicable, then in effect by a fraction, (1) the numerator of which shall be the number of shares of Outstanding Common plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares that the aggregate consideration received by the Corporation for such issuance would purchase at a per share amount equal to (x) the Conversion Price of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, as applicable, in effect immediately before the issuance of such Additional Shares, less (y) the difference between the lowest applicable Conversion Price of any series of Preferred Stock other than Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, as applicable, and the price per share of such Additional Shares.

(3) Whenever the Conversion Price of a series of Series F Preferred Stock and Series F-2 Preferred Stock, as applicable, is adjusted pursuant to the fourth proviso set forth in the first paragraph of this Section 4(d)(iii), the new Conversion Price of the Series F Preferred Stock and Series F-2 Preferred Stock shall be determined by multiplying the Conversion Price of the Series F Preferred Stock and Series F-2 Preferred Stock, as applicable, then in effect by a fraction, (1) the numerator of which shall be the number of shares of Outstanding Common plus the number of shares of Common Stock that the aggregate consideration received by the Corporation for such issuance would purchase at such Conversion Price; and (2) the denominator of which shall be the number of shares of Outstanding Common plus the number of shares that the aggregate consideration received by the Corporation for such issuance would purchase at a per share amount equal to (x) the Conversion Price of the Series F Preferred Stock or Series F-2 Preferred Stock, in effect immediately before the issuance of such Additional Shares, less (y) the difference between the lowest applicable Conversion Price of any series of Preferred Stock other than Series F Preferred Stock or Series F-2 Preferred Stock and the price per share of such Additional Shares.

(B) Definition of “Additional Shares”. For purposes of this Section 4(d)(iii), “Additional Shares” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Section 4(d)(iii)(C)) by the Corporation after the Purchase Date for the applicable series) other than the following “Exempted Securities”:

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(1) the issuance of securities in connection with stock dividends, stock splits or similar transactions for which an adjustment is made pursuant to Section 4(d)(i) or Section 4(d)(ii);

(2) the issuance or sale of Common Stock (or options therefor) to employees, consultants and directors of the Corporation, directly or pursuant to a stock option plan, restricted stock purchase plans or other stock plan approved by the Board of Directors;

(3) Common Stock or Preferred Stock (or options or warrants therefore) that may be issued to leasing companies, landlords, advisors, lenders and other providers of goods and services to the Corporation, in each case approved by the Board of Directors;

(4) Common Stock or Preferred Stock (or options or warrants therefore) that may be issued to entities in connection with joint ventures, development projects, acquisitions, or other strategic transactions, in each case approved by the Board of Directors;

(5) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the Purchase Date, including without limitation, warrants, notes or options;

(6) the issuance of securities for consideration other than cash in connection with a bona fide merger, consolidation, acquisition or similar business combination approved by the Board of Directors (including at least one Preferred Director);

(7) the issuance or sale of Series E-2 Preferred Stock or Series F-2 Preferred Stock pursuant to that certain Exchange Agreement, dated on or about the date of filing of this Amended and Restated Certificate of Incorporation, by and among the Corporation and certain holders of Series E Preferred Stock and Series F Preferred Stock (the “Exchange Agreement”), or the Common Stock issuable upon conversion of such Series E-2 Preferred Stock or Series F-2 Preferred Stock;

(8) Common Stock issued or issuable to holders of Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock pursuant to Section 4(b)(ii);

(9) Common Stock issued or issuable to holders of Series F Preferred Stock or Series F-2 Preferred Stock pursuant to Section 4(b)(ii) and Section 6(b);

(10) Common Stock issued or issuable in or under a Qualified IPO;

(11) 10,000,000 shares of Common Stock (as adjusted for Stock Split Changes) issuable upon the exercise of those certain warrants issued to certain holders of Preferred Stock on or about the date of the filing of this Amended and Restated Certificate of Incorporation in connection with the Exchange Agreement; and

(12) Common Stock, Preferred Stock or options or warrants to purchase Common Stock or Preferred Stock, the issuance of which is deemed or determined to be excluded from the Conversion Price adjustments otherwise required pursuant to, and subject to (including the Anti-Dilution Consent Rights), Section (4)(d)(iii) by the affirmative vote of at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a single class.

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(C) Rules Regarding Common Stock Equivalents. If (whether before, on or after the Purchase Date), Common Stock Equivalents are issued, the following provisions shall apply for all purposes of this Section 4(d)(iii):

(1) The aggregate maximum number of shares of Common Stock deliverable upon conversion, exchange or exercise (assuming the satisfaction of any conditions to convertibility, exchangeability or exercisability, including, without limitation, the passage of time, and including the effect of antidilution adjustments that have already been made) of any Common Stock Equivalents and subsequent conversion, exchange or exercise thereof shall be deemed to have been issued at the time such Common Stock Equivalents were issued and for a consideration equal to the consideration, if any, received by the Corporation for any such Common Stock Equivalents (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation (but including the effect of antidilution adjustments that have already been made) upon the conversion, exchange or exercise of any Common Stock Equivalents (the consideration in each case to be determined in the manner provided in Section 4(d)(iii)(F)).

(2) In the event of any change in the number of shares of Common Stock deliverable to the Corporation upon conversion, exchange or exercise of any Common Stock Equivalents or in the consideration payable to the Corporation upon conversion, exchange or exercise of any Common Stock Equivalents, other than a change resulting from the antidilution provisions thereof, the Conversion Price, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the conversion, exchange or exercise of such Common Stock Equivalents.

(3) Upon the termination or expiration of the convertibility, exchangeability or exercisability of any Common Stock Equivalents, the Conversion Price, to the extent in any way affected by or computed using such Common Stock Equivalents, shall be recomputed to reflect the issuance of only the number of shares of Common Stock Equivalents that remain convertible, exchangeable or exercisable and the number of shares of Common Stock previously actually issued upon the conversion, exchange or exercise of such Common Stock Equivalents.

(D) No Increased Conversion Price. Notwithstanding any other provisions of this Section (4)(d)(iii), except to the limited extent provided for in Section 4(d)(iii)(C)(2) and Section 4(d)(iii)(C)(3), no adjustment of the Conversion Price pursuant to this Section 4(d)(iii) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately before such adjustment.

(E) No Fractional Adjustments. No adjustment of the Conversion Price shall be made in an amount less than one cent per share, provided that any adjustments which are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made before three years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three years from the date of the event giving rise to the adjustment being carried forward.

(F) Determination of Consideration. In the case of the issuance of securities for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Corporation for any underwriting or otherwise in connection with the issuance and sale thereof. In the case of the issuance of the Securities for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board of Directors irrespective of any accounting treatment.

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(e) Other Distributions. In the event the Corporation shall declare a distribution (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or in Section 2) payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Section 4(d)(i) or Section 4(d)(ii), then, in each such case for the purpose of this Section 4(e), the holders of Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock of the Corporation into which their shares of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.

(f) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (whether by capital reorganization, reclassification, consolidation, merger or otherwise, but other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in this Section 4 or in Section 2) provision shall be made, concurrently with the effectiveness of such recapitalization, so that the holders of Preferred Stock shall thereafter be entitled to receive upon conversion of such Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization, In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 4 with respect to the rights of the holders of such Preferred Stock after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of such Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

(g) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the conversion of any share or shares of any series of Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share. The number of shares issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion. If the conversion would result in any fractional share, the Corporation shall, in lieu of issuing any such fractional share, pay the holder thereof an amount in cash equal to the fair market value of such fractional share on the date of conversion, as determined by the Board of Directors.

(ii) Upon the occurrence of each adjustment or readjustment of a 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 prepare and furnish to each holder of such 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 (A) such adjustment and readjustment, (B) the applicable Conversion Price at the time in effect, and (C) 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 a share of Preferred Stock.

(h) 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 Preferred Stock, such number of its shares of Common

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Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of each series of 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 Preferred Stock, in addition to such other remedies as shall be available to the holders of such 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 purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to this Restated Certificate.

5. Voting Rights.

(a) Except as expressly provided by this Restated Certificate or as provided by law, the holders of Preferred Stock shall have the same right to vote or act on all matters on which the holders of Common Stock have the right to vote or act and the holders of Preferred Stock shall be entitled to notice of any stockholders’ meeting or action as to such matters on the same basis as the holders of Common Stock and the holders of Common Stock and Preferred Stock shall vote together or act together thereon as if a single class on all such matters; provided, however, that the holders of Series E-1 Preferred Stock shall not have the right to vote on the election of members of the Board of Directors. Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held, and each holder of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock, as applicable, could be converted pursuant to the applicable Conversion Price then in effect (for the purposes of clarity, any adjustment to any Conversion Price solely in connection with the conversion of Series E Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock, or Series F-2 Preferred Stock in connection with the Corporation’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act closing on or prior to July 30, 2017 shall be disregarded for purposes of this Section 5(a)). Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded downward to the nearest whole number. Subject to Section 6 of Article IV(B), the number of authorized shares of 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 of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b) of the Delaware General Corporation Law.

(b) So long as at least 1,000,000 shares of Series A Preferred Stock are outstanding (as adjusted for Stock Split Changes), the holders of Series A Preferred Stock, voting as a separate class, shall be entitled to elect two members of the Board of Directors (the “Series A Directors”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors. So long as at least 1,000,000 shares of Series B Preferred Stock is outstanding (as adjusted for Stock Split Changes), the holders of Series B Preferred Stock, voting as a separate class, shall be entitled to elect one member of the Board of Directors (the “Series B Director”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors. So long as at least 1,000,000 shares of Series E Preferred Stock and Series E-2 Preferred Stock, collectively, are outstanding (as adjusted for Stock Split Changes), the holders of Series E Preferred Stock and Series E-2 Preferred Stock, voting together as a single class, shall be entitled to elect one member of the Board of Directors (the “Series E Director”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors. So long as at least 1,000,000 shares of Series F Preferred Stock and Series F-2 Preferred Stock, collectively, are outstanding (as adjusted for Stock Split Changes), the holders of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a single class, shall be entitled to elect one member of the Board of Directors (the “Series F Director,” and with the Series A Directors, the Series B Director and the Series E Director, the “Preferred Directors”). The holders of Common Stock, voting as a separate class, shall be

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entitled to elect two members of the Board of Directors at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors. The holders of (i) a majority of the then outstanding shares of Common Stock and (ii) 66 and 2/3% of the then outstanding shares of Preferred Stock (other than Series E-1 Preferred Stock), voting as separate classes, shall be entitled to elect one member of the Board of Directors at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors. The additional members of the Board of Directors shall be elected by the holders of Common Stock and Preferred Stock (other than Series E-1 Preferred Stock), voting together as a single class, on an as-converted to Common Stock basis. 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.

6. Protective Provisions.

(a) So long as at least 1,500,000 shares of the Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, collectively, remain outstanding (as adjusted for Stock Split Changes), the Corporation shall not (by amendment, merger, consolidation or otherwise, and either directly or indirectly by subsidiary) without first obtaining the approval of at least 66 and 2/3% of the then outstanding shares of Series E Preferred Stock, Series E-1 and Series E-2 Preferred Stock, voting together as a single class, take any action that adversely and disproportionately affects the rights, preferences or privileges of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock; provided, however, that (i) the creation, authorization or issuance by the Corporation of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, or (ii) the authorization or consummation of a merger, acquisition or sale of substantially all of the assets of the Corporation or its subsidiaries or a sale of substantially all of the intellectual property assets of the Corporation, in each case, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock.

(b) So long as at least 2,000,000 shares of the Series F Preferred Stock and Series F-2 Preferred Stock, collectively, remain outstanding (as adjusted for Stock Split Changes), the Corporation shall not (by amendment, merger, consolidation or otherwise, and either directly or indirectly by subsidiary) without first obtaining the approval of at least 53% of the then outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a single class: (i) take any action that adversely and disproportionately affects the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock; provided, however, that (A) the creation, authorization or issuance by the Corporation of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock or Series F-2 Preferred Stock, or (B) provided that the proceeds per share of Series F Preferred Stock or Series F-2 Preferred Stock equal or exceed the Series F Liquidation Minimum (as defined below), the authorization or consummation of a Liquidation Transaction if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock) or (ii) authorize or consummate a Liquidation Transaction that does not result in proceeds to the holders of Series F Preferred Stock and Series F-2 Preferred Stock of at least $9.175 per share of Series F Preferred Stock and Series F-2 Preferred Stock (as

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adjusted for Stock Split Changes) (the “Series F Liquidation Minimum”). For the avoidance of doubt, the approval of at least 53% of the then outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a single class, shall not be required pursuant to clause (ii) of the preceding sentence with respect to any Liquidation Transaction that would not otherwise result in proceeds per share of Series F Preferred Stock and Series F-2 Preferred Stock of at least the Series F Liquidation Minimum in either of the following circumstances:

(i) With respect to each share of Series F Preferred Stock and Series F-2 Preferred Stock for which a notice of voluntary conversion has been delivered to the Corporation in accordance with Section 4(a) and Section 4(c), or which will be subject to automatic conversion in accordance with Section 4(b), in each case in connection with such Liquidation Transaction (each such share of Series F Preferred Stock and Series F-2 Preferred Stock, a “Converted Series F Preferred”), if the Corporation, in its sole discretion, delivers a written notice to each holder of Series F Preferred Stock and Series F-2 Preferred Stock stating (x) that it has elected to cause the Conversion Price of each share of Converted Series F Preferred to be adjusted in accordance with this Section 6(b)(i) and (y) the effective time of such adjustment (the “Series F Liquidation Adjustment Effective Time”), which shall be no later than immediately prior to the closing of the applicable Liquidation Transaction. At the Series F Liquidation Adjustment Effective Time, the Conversion Price of the Converted Series F Preferred shall automatically be adjusted to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the proceeds per share of Common Stock received upon conversion of the Converted Series F Preferred in such Liquidation Transaction, and the denominator of which shall be the Series F Liquidation Minimum; and

(ii) With respect to each share of Series F Preferred Stock and Series F-2 Preferred Stock that is not a share of Converted Series F Preferred (each, an “Unconverted Series F Preferred”), if the Corporation, in its sole discretion, (x) delivers a written notice to each holder of Series F Preferred Stock and Series F-2 Preferred Stock stating that it has elected to cause either shares of capital stock of the Corporation to be issued or, if reasonably necessary to comply with applicable securities laws, an amount of cash to be transferred, to the holders of Unconverted Series F Preferred Stock so that each share of Unconverted Series F Preferred shall entitle the holder thereof to receive at least the Series F Liquidation Minimum (the “Series F Liquidation Top-Up Consideration”) and (y) causes the Series F Liquidation Top-Up Consideration to be issued or transferred, as applicable, to the holders of Unconverted Series F Preferred on a pro rata basis no later than immediately prior to the closing of the applicable Liquidation Transaction.

(c) So long as at least 5,000,000 shares of Preferred Stock remain outstanding (as adjusted for Stock Split Changes), the Corporation shall not (by amendment, merger, consolidation or otherwise, and either directly or indirectly by subsidiary) without first obtaining the approval of at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class:

(i) amend, alter or repeal any provision of this Restated Certificate or the Bylaws of the Corporation;

(ii) increase or decrease (other than by conversion) the total number of authorized shares of Preferred Stock or Common Stock;

(iii) authorize or issue, any equity security, including any security (other than Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series F-2 Preferred Stock) convertible into or exercisable for any equity security, having a preference over, or being on parity with, the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock,

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Series F Preferred Stock or Series F-2 Preferred Stock with respect to redemption, voting rights (it being understood that the right of any such equity security to vote on the election of the members of Board of Directors shall not constitute a preference over Series E-1 Preferred Stock), dividends or liquidation;

(iv) redeem, purchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any share or shares of Preferred Stock or Common Stock; provided, however, that this restriction shall not apply to the repurchase of shares of Common Stock from employees, officers, directors, consultants or other persons performing services for the Corporation or any subsidiary at no greater than cost pursuant to the original terms of such agreements, or such modified terms as have been agreed to by the Board of Directors;

(v) authorize a merger, acquisition or sale of substantially all of the assets of the Corporation or its subsidiaries (other than a merger effected exclusively to change the domicile of the Corporation) or a sale of substantially all of the intellectual property assets of the Corporation;

(vi) pay or declare, or take any action that would result in the payment or declaration of, a dividend on any shares of Common Stock or Preferred Stock;

(vii) effect (A) a liquidation, dissolution or winding up of the Corporation or (B) any reclassification or recapitalization of the outstanding capital stock of the Corporation;

(viii) increase or decrease the authorized number of members of the Board of Directors;

(ix) enter into any borrowing, loan or guarantee agreement or arrangement involving an amount in excess of $1,000,000, unless otherwise approved by the Board of Directors;

(x) enter into any interested party transaction, unless otherwise approved by the Board of Directors (including a majority of the disinterested members of the Board of Directors); or

(xi) commit to do any of the foregoing.

(d) In addition to the protective provisions provided in Section 6(a), and Section 6(b), holders of Preferred Stock shall be entitled to all statutory rights afforded to such holders in accordance with the Delaware General Corporation Law.

7. Repurchase of Shares. 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 the 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 the repurchase by the Corporation of shares of Common Stock held by employees, officers, directors, consultants, independent contractors, advisors or other persons performing services for the Corporation or a subsidiary of the Corporation that are subject to restricted stock purchase agreements or stock option exercise agreements under which the Corporation has the option to repurchase such shares: (a) upon the occurrence of certain events, such as the termination of employment or services; or (b) pursuant to the Corporation’s exercise of rights of first refusal to repurchase such shares. In the case of any such repurchases, 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.

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8. Reissuance of Preferred Stock. In the event that any shares of Preferred Stock shall be converted, redeemed, exchanged or otherwise repurchased by the Corporation (including, without limitation, the shares of Series E Preferred Stock and Series F Preferred Stock exchanged for shares of Series E-2 Preferred Stock and Series F-2 Preferred Stock, respectively, pursuant to the Exchange Agreement), the shares so converted, redeemed, exchanged or repurchased shall be cancelled and shall not be issuable by this Corporation. This Restated Certificate shall be appropriately amended to effect the corresponding reduction in the Corporation’s authorized capital stock.

(C) Common Stock.

1. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

2. Liquidation Rights. Upon the liquidation, dissolution or winding up of the Corporation, or the occurrence of a Liquidation Transaction, the assets of the Corporation shall be distributed as provided in Section 2 of Article IV(B).

3. Redemption. The Common Stock is not redeemable at the option of any holder.

4. Voting Rights. Each holder of Common Stock shall have the right to one vote per share of Common Stock, and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

(D) Notices.

1. Notices. Any notice required by the provisions of this Restated Certificate to be given to stockholders shall be deemed given, subject to the additional provisions outlined below, 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. Notwithstanding the other provisions of this Restated Certificate, all notice periods or notice requirements in this Restated Certificate may be shortened or waived, either before or after the action for which notice is required, upon the written consent of the holders of a majority of the outstanding shares that are entitled to such notice rights.

2. Notices of Liquidation Transaction. The Corporation shall give each holder of record of Preferred Stock written notice of any impending Liquidation Transaction not later than 10 days before the stockholders’ meeting (if any) called to approve such Liquidation Transaction, or 10 days before the closing of such Liquidation Transaction, whichever is earlier, and shall also notify such holders in writing of the final approval (if any) and closing of such Liquidation Transaction. The first of such notices shall describe the material terms and conditions of the impending Liquidation Transaction and the provisions of Section 2 of Article IV(B) and the Corporation shall thereafter give such holders prompt notice of any material changes. Unless such notice requirements are waived, the Liquidation Transaction shall not take place sooner than 10 days after the Corporation has given the first notice provided for herein or sooner than 10 days after the Corporation has given notice of any material changes provided for herein.

3. Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or

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otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Corporation shall mail to each holder of each affected class, at least 10 days before the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

ARTICLE V

The Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the Corporation.

ARTICLE VI

Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

ARTICLE VII

(A) 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 breach of fiduciary duty as a director.

(B) To the fullest extent permitted by applicable law, as the same exists or as may hereafter be amended, the Corporation is authorized to provide indemnification of (and advancement of expenses to) any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation, and through Bylaw provisions, agreements with such directors, officers or agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the Delaware General Corporation Law.

(C) Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of the Corporation’s Amended and Restated Certificate of Incorporation inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VII, would accrue or arise, before such amendment, repeal or adoption of an inconsistent provision.”

ARTICLE VIII

The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, an Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

* * *

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The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by this corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Sections 228, 242 and 245 of the Delaware General Corporation Law.

Executed at Mountain View, California on June 1, 2017.

/s/ Ken Klein

Ken Klein

Chief Executive Officer

Signature page to Amended and Restated Certificate of Incorporation

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

TINTRI, INC.

a Delaware corporation

Tintri, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

A. The name of the Corporation is Tintri, Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 23, 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”), and restates, integrates and further amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation, and has been duly approved by the written consent of the stockholders of the Corporation in accordance with Section 228 of the DGCL.

C. The text of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

The name of this corporation is Tintri, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is Corporation Service Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

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, par value $0.00005 per share (the “Common Stock”), and 100,000,000 shares of Preferred Stock, par value $0.00005 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 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, 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 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 of the Corporation (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.

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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 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, 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) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, the number of directors that constitutes the entire Board of Directors shall be fixed solely by resolution of the Board of Directors.

(b) Subject to the rights of holders of any series of Preferred Stock with respect to the election of directors, effective upon the closing date (the “Effective Date”) of 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 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 initial assignment of members of the Board of Directors to each such class shall be made by the Board of Directors. 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

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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.

(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 (the “Bylaws”) 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.

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 is expressly authorized to adopt, amend or repeal the Bylaws.

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.

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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 Board of Directors, the chairperson of the Board of Directors, the chief executive officer of the Corporation or the president of the Corporation (in the absence of a chief executive officer of the Corporation), and the ability of the stockholders to call a special meeting is hereby specifically denied. 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 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.

ARTICLE VIII

8.1 Limitation of Personal Liability. 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.

8.2 Indemnification.

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 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 initiated by such person only if the Proceeding 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.

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Any repeal or amendment of this Article VIII by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Certificate of Incorporation inconsistent with this Article VIII will, unless otherwise required by law, be prospective only (except to the extent such amendment or change in law permits the Corporation to further limit or eliminate the liability of directors) and shall not adversely affect any right or protection of any current or former director of the Corporation existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to acts or omissions occurring prior to such repeal or amendment or adoption of such inconsistent provision.

ARTICLE IX

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including, without limitation, 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 Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. 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 generally in the election of directors, 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 IX (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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IN WITNESS WHEREOF, Tintri, Inc. has caused this Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 1 day of June 2017.

By:
	Ken Klein
	President and Chief Executive Officer

EX-3.3

Exhibit 3.3

BYLAWS

OF

TINTRÍ, INC.

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	Annual Meetings.		1
2.2	Special Meetings.		2
2.3	Notice Of Stockholders’ Meetings.		3
2.4	Quorum.		3
2.5	Organization; Conduct of Business.		4
2.6	Proxies and Voting.		4
2.7	Waiver Of Notice.		5
2.8	Stockholder Action By Written Consent Without A Meeting.		5
2.9	Record Date For Stockholder Notice; Voting; Giving Consents.		6
ARTICLE III DIRECTORS			7
3.1	Number Of Directors.		7
3.2	Election And Term Of Office Of Directors.		7
3.3	Director Resignations; Newly Created Directors And Vacancies.		7
3.4	Participation In Meetings By Conference Telephone.		8
3.5	Regular Meetings.		8
3.6	Special Meetings.		9
3.7	Quorum.		9
3.8	Waiver Of Notice.		9
3.9	Conduct of Business; Board Action By Written Consent Without A Meeting.		10
3.10	Compensation Of Directors.		10
3.11	Approval Of Loans To Officers.		10
3.12	Removal Of Directors.		10
3.13	Chairman Of The Board Of Directors.		11
ARTICLE IV COMMITTEES			11
4.1	Committees Of Directors.		11
4.2	Committee Minutes.		11
4.3	Conduct of Business.		11
ARTICLE V OFFICERS			12
5.1	Officers.		12
5.2	Appointment Of Officers.		12
5.3	Subordinate Officers.		12
5.4	Removal And Resignation Of Officers.		12
5.5	Vacancies In Offices.		12

i

TABLE OF CONTENTS

(continued)

		Page
5.6	Chief Executive Officer.		13
5.7	President.		13
5.8	Vice Presidents.		13
5.9	Secretary.		13
5.10	Chief Financial Officer/ Treasurer.		14
5.11	Action With Respect to Securities Of Other Corporations.		14
5.12	Delegation of Authority.		14
ARTICLE VI INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS			14
6.1	Indemnification Of Directors And Officers.		14
6.2	Indemnification Of Others.		15
6.3	Payment Of Expenses In Advance.		16
6.4	Indemnity Not Exclusive.		16
6.5	Insurance.		16
ARTICLE VII RECORDS AND REPORTS			16
7.1	Maintenance And Inspection Of Records.		16
7.2	Inspection By Directors.		17
7.3	Annual Report To Stockholders; Waiver.		17
ARTICLE VIII GENERAL MATTERS			17
8.1	Checks.		17
8.2	Execution Of Corporate Contracts And Instruments.		18
8.3	Stock Certificates.		18
8.4	Special Designation On Certificates.		18
8.5	Lost Certificates.		19
8.6	Construction; Definitions.		19
8.7	Fiscal Year.		19
8.8	Seal.		19
8.9	Transfers of Stock.		19
8.10	Registered Stockholders.		19
8.11	Facsimile Signature.		20
ARTICLE IX AMENDMENTS			20

ii

BYLAWS

OF

TINTRÍ, INC.

ARTICLE I

CORPORATE OFFICES

1.1 Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the Corporation at such location is Corporation Service Company.

1.2 Other Offices.

The 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 Annual Meetings.

(a) The annual meeting of stockholders shall be held on such date, time and place as may be designated by resolution of the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting may be held solely by means of remote communication, as permitted by Section 211 of the Delaware General Corporation Law (“DGCL”). At such meetings, directors shall be elected and any other proper business may be transacted.

(b) Nominations of persons for election to the Board of Directors and the proposal of business to be transacted by stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice with respect to such meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 2.1, who is entitled to vote for the election of directors or such other business at the meeting, and who has complied with the notice procedures set forth in this Section 2.1.

(c) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of paragraph (b) of this Section 2.1, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation, as provided in this Section 2.1, and if the proposal is for other business, such other business is a proper matter for stockholder action under the DGCL;

(d) To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 90 days nor more than 120 days before the anniversary date of the prior year’s meeting; provided, however, that if the date of the annual meeting is advanced more than 30 days before or delayed more than 30 days after such anniversary date, notice by the stockholder to be timely must be so received not later than the close of business on the later of the 90^th day before the meeting or the 10^th day following the day on which a public announcement of the meeting is first made.

(e) Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or re-election as a director, the name, age, business address and residence address of such person; the principal occupation or employment of such person and the class and number of shares of the Corporation which are beneficially owned by such person; (ii) as to any other business that the stockholder proposes to bring forward in the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, the name and address of such stockholder and of such beneficial owner and the class and number of shares of the Corporation which are owned of record by such stockholder and beneficially by such beneficial owner.

(f) Only persons who are nominated in accordance with the procedures set forth in this Section 2.1 shall be eligible for election as directors. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded.

2.2 Special Meetings.

Special meetings of the stockholders, other than those required by statute, may be called at any time by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board of Directors, the Chairman of the Board of Directors, the President, or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. The Board of Directors may postpone or reschedule any previously-scheduled special meeting.

If a special meeting is called by any stockholder or group of stockholders, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or delivered by first-class mail to the Secretary of the Corporation. No business shall be transacted at such special meeting other than as specified in such notice. Upon receiving such notice, the Secretary shall cause notice to be given to the stockholders, in accordance with Sections 2.3 and 2.4 of these Bylaws, that a meeting will be held at the time requested by the stockholder or stockholders calling the special meeting. Such notice shall be sent not less than 35 nor more than 60 days after the receipt of the request. Nothing contained in this paragraph of this Section 2.2 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

Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.2. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice has been delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day before such special meeting or the 10th 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 at such meeting.

2.3 Notice Of Stockholders’ Meetings.

(a) Notice of the place, if any, date and time of all meetings of stockholders, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present and person and vote at such meeting, 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, except as otherwise provided herein or required by law or the Certificate of Incorporation. Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic mail or other electronic transmission, in the manner provided in Section 232 of the DGCL. An affidavit of the secretary or an assistant secretary or of the transfer 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.

(b) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

2.4 Quorum.

At any meeting of the stockholders, the holders of a majority of the shares of stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all

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purposes, except as otherwise provided by the DGCL or by the Certificate of Incorporation. Where a separate vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, if any, date or time.

2.5 Organization; Conduct of Business.

(a) The chief executive officer of the Corporation or, if no such officer has been appointed or in his or her absence, the president of the Corporation or, in his or her absence, the chairman of the Board of Directors, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.

(b) The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business. The chairman shall have the power to adjourn the meeting to another place, if any, date and time. The date and time of opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

2.6 Proxies and Voting.

(a) At any meeting of the stockholders, every stockholder entitled to vote may vote in person or 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. Any copy, facsimile communication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

(b) The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

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(c) All elections of directors shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.

Unless otherwise provided in the Certificate of Incorporation, all voting on the election of directors shall be by written ballot. Voting on other matters may be by voice vote, except if otherwise required by law or by the Certificate of Incorporation; provided, however, that a vote by written ballot shall be taken if the chairman of the meeting so elects or if so demanded by a stockholder.

The requirement, if any, of a written ballot may be satisfied by a ballot submitted by electronic transmission, 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 proxyholder.

2.7 Waiver Of Notice.

Whenever notice is required to be given under any provision of the DGCL or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, 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 of notice by electronic transmission, unless so required by the Certificate of Incorporation or these Bylaws.

2.8 Stockholder Action By Written Consent Without A Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action that 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 in writing, setting forth the action so taken, is (i) 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, and (ii) delivered to the Corporation in accordance with Section 228(a) of the DGCL.

Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days after the date the earliest dated consent is delivered to the Corporation, a written consent or consents signed by a sufficient number of holders to take action are delivered to the Corporation in the manner prescribed in this Section 2.8. An electronic mail or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for purposes of this Section to the extent permitted by law. Any such consent shall be delivered in accordance with Section 228(d)(1) of the DGCL.

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Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

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 (including by electronic mail or other electronic transmission as permitted by law). If the action which is consented to is such as would have required the filing of a certificate under any section of the DGCL if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the DGCL.

2.9 Record Date For Stockholder Notice; Voting; Giving Consents.

In order that the Corporation 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 of Directors may fix a record date, which record date may not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which (i) with respect to a stockholder meeting, shall not be not less than 10 nor more than 60 days before the date of such meeting, (ii) with respect to a consent to corporate action without a meeting, shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors or (iii) with respect to any other action, shall not be more than 60 days before such other action.

If the Board of Directors does not so fix a record date:

(a) 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.

(b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting (i) when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent (including consent by electronic mail or other electronic transmission as permitted by law) is delivered to the Corporation by a stockholder of record as of the close of business on the prior business day and (ii) when prior action by the Board of Directors is required, shall be the close of business on the day the Board of Directors adopts the resolution taking such prior action.

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(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating 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, if such adjournment is for 30 days or less; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

ARTICLE III

DIRECTORS

3.1 Number Of Directors.

The number of directors constituting the Whole Board shall be one (1). Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, this number may be changed from time to time by a resolution adopted by a majority of the Whole Board. No decrease in the number of authorized directors shall shorten the term of any incumbent director.

3.2 Election And Term Of Office Of Directors.

Except as provided in Section 3.3 of these Bylaws, and unless otherwise provided in the Certificate of Incorporation, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders. Each director, including a director elected to fill a vacancy, shall hold office until his or her successor is elected or until his or her earlier resignation or removal.

3.3 Director Resignations; Newly Created Directors And Vacancies.

(a) Any director may resign at any time upon written notice to the attention of the secretary of the Corporation or, if there is no secretary in office, then to the attention of any other corporate officer or to the Board of Directors as a whole. When one or more directors so resigns and the resignation is 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, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

(b) Subject to the rights of the holders of any series of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall serve for a term expiring at the next annual meeting of stockholders or until such director’s successor shall have been duly elected.

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(c) 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.

(d) If any vacancy or newly created directorship has not been filled by director action as provided above, it may be filled by vote of the stockholders entitled to vote on such director, at an annual or special meeting of stockholders or by written consent of a majority of the stockholders so entitled to vote, subject to the other requirements set forth for stockholder voting at a meeting or by written consent set forth elsewhere in these Bylaws.

(e) 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.

(f) 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 before any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares 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.

3.4 Participation In Meetings By Conference Telephone.

Members of the Board of Directors, or of any committee thereof, may participate in a meeting of the Board of Directors, 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.

3.5 Regular Meetings.

Regular meetings of the Board of Directors may be held at such date, time and place as shall from time to time be determined by the Board. A regular meeting of the Board of Directors shall be held immediately after the conclusion of each annual meeting of stockholders.

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3.6 Special Meetings.

Special meetings of the Board of Directors may be called by the Chairman of the Board, the president, the chief executive officer or by a majority of the Whole Board, and shall be held at such place, date and time as he, she or they shall fix.

Notice of the place, date and time of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail, charges prepaid, facsimile or electronic mail, addressed to each director at that director’s address as it is shown on the records of the Corporation. If the notice is mailed, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. If the notice is delivered personally, or by facsimile, electronic mail or telephone, it shall be delivered at least 24 hours before the time of the holding of the meeting. The notice need not specify the place of the meeting, if the meeting is to be held at the principal executive office of the Corporation. Any and all business may be transacted at a special meeting, unless otherwise indicated in the notice thereof.

3.7 Quorum.

At any meeting of the Board of Directors, a majority of the Whole Board shall constitute a quorum for all purposes, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall fail to attend any meeting, then a majority of the directors present may adjourn the meeting to another place, date or time, without further notice or waiver thereof.

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.

3.8 Waiver Of Notice.

Whenever notice of a Board of Directors meeting is required to be given under any provision of the DGCL or of the Certificate of Incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or waiver by electronic mail or other electronic transmission by such person, whether before or after the time stated therein, 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 directors, or members of a committee of directors, 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.

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3.9 Conduct of Business; Board Action By Written Consent Without A Meeting.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided in these Bylaws or by law.

Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors 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 of Directors or committee. Such filings 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.

3.10 Compensation Of Directors.

The Board of Directors shall have the authority to fix the compensation of the directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors, or paid a stated salary or paid other compensation as director. No such compensation shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed compensation for attending committee meetings.

3.11 Approval Of Loans To Officers.

Subject to applicable law, including Section 13(k) of the Securities Exchange Act of 1934, the Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiary, including any officer or employee who is a director of the Corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

3.12 Removal Of Directors.

Unless otherwise restricted by statute, by the Certificate of Incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

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3.13 Chairman Of The Board Of Directors.

The Corporation may have, at the discretion of the Board of Directors, a chairman of the Board of Directors who shall not be considered by virtue of holding such position to be an officer of the Corporation.

ARTICLE IV

COMMITTEES

4.1 Committees Of Directors.

The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent members at any meeting of the committee. In the absence of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent member. Any Board committee may create one or more subcommittees, each subcommittee to consist of one or more members of such committee, and delegate to the subcommittee any or all of the powers and authority of the committee.

4.2 Committee Minutes.

Each committee shall keep regular minutes of its meetings and maintain them in the Corporation’s official minute book.

4.3 Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-half of the members shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such 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.

The Board of Directors may adopt rules for the governance of any committee not inconsistent with these Bylaws.

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ARTICLE V

OFFICERS

5.1 Officers.

The officers of the Corporation shall be a chief executive officer, a president, a secretary, and a chief financial officer/treasurer. The Corporation may also have, at the discretion of the Board of Directors, a chief executive officer, one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers, and any such other officers as may be appointed in accordance with these Bylaws. Any number of offices may be held by the same person.

5.2 Appointment Of Officers.

The officers of the Corporation except such officers as may be appointed in accordance with Sections 5.3 or 5.5 of these Bylaws, shall be appointed by the Board of Directors.

5.3 Subordinate Officers.

The Board of Directors may appoint such other officers and agents as the business of the Corporation may require, each of whom 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 or such other officer may from time to time determine. The Board of Directors may empower the chief executive officer or the president to define the authority and duties of such subordinate officers.

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 or, except in the case of an officer chosen by the Board of Directors, by any 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 notice to the secretary of the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice (unless the officer is removed before such later time); and, unless otherwise specified in that notice, 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.

5.5 Vacancies In Offices.

Any vacancy occurring in any office of the Corporation shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.

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5.6 Chief Executive Officer.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive officer of the Corporation (if such an officer is appointed) shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the Corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors, shall have the general powers and duties of management usually vested in the office of chief executive officer of a Corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

5.7 President.

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there is one, or to the chief executive officer, if such an officer is appointed, the president shall be the principal executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and other officers of the Corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a Corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

5.8 Vice Presidents.

In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively (in order of priority) by the Board of Directors, the chief executive officer or the president.

5.9 Secretary.

The secretary shall keep or cause to be kept, at the principal executive office of the Corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the Corporation or at such other place as may be designated by the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

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The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the Corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, by custom or by these Bylaws.

5.10 Chief Financial Officer/ Treasurer.

The chief financial officer/treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares.

The chief financial officer/treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors, by custom or by these Bylaws.

5.11 Action With Respect to Securities Of Other Corporations.

Unless otherwise directed by the Board of Directors, the chief executive officer, the president or any officer of the Corporation authorized by the chief executive officer or the president is authorized to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other corporation.

5.12 Delegation of Authority.

Notwithstanding any other provision in these Bylaws, the Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents.

ARTICLE VI

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

6.1 Indemnification Of Directors And Officers.

The Corporation shall, to the maximum extent and in the manner permitted by applicable law (including as applicable law may change in a way that expands the Corporation’s

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power to do so) indemnify each of its directors and officers, either incumbent or former (an “Indemnitee”), against all expenses, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes and amounts paid in settlement) actually and reasonably incurred by them in connection with any action, suit or proceeding (other than an action by or in the right of the Corporation), whether civil, criminal, administrative or investigative (a “Proceeding”), in which such person was or is a party, is threatened to be made a party, or is otherwise involved by reason of the fact that such person is or was a director or officer of the Corporation or a predecessor corporation; provided, however, the Corporation shall not indemnify any such Indemnitee in connection with a Proceeding (or part thereof) (i) initiated by such Indemnitee against the Corporation or any director or officer of the Corporation unless the Corporation has joined in or consented to the initiation of such Proceeding or (ii) made on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Corporation or its stockholders, or is an act or omission not in good faith which involves intentional misconduct or a knowing violation of the law. For purposes of this Article VI, that agency shall include the acts and omissions of the Corporation’s directors and officers in those capacities, as well as their capacity as a director, officer, manager, trustee, administrator, employee, partner, or other agent of or at other entities or enterprises (whether they be corporations, partnerships, limited liability companies, joint ventures, employee benefit plans or other trusts, or otherwise) if the director or officer of the Corporation is or was serving in the additional capacity or capacities at the request of the Corporation.

6.2 Indemnification Of Others.

The Corporation shall have the power, to the extent and in the manner permitted by applicable law (including as applicable law may change in a way that expands the Corporation’s power to do so) and to the extent authorized by the Board of Directors, to indemnify each of its employees and agents (other than directors and officers) against all expenses, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes and amounts paid in settlement) actually and reasonably incurred by them in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), in which such person is a party, is threatened to be made a party, or is otherwise involved by reason of the fact that such person is or was an employee or agent of the Corporation or a predecessor corporation; provided, however, the Corporation shall not indemnify any such employee of agent in connection with a Proceeding (or part thereof) (i) initiated by such employee or agent against the Corporation or any director or officer of the Corporation unless the Corporation has joined in or consented to the initiation of such Proceeding or (ii) made on account of employee’s or agent’s conduct which constitutes a breach of employee’s or agent’s duty of loyalty to the Corporation or its stockholders, or is an act or omission not in good faith which involves intentional misconduct or a knowing violation of the law. For purposes of this Article VI, that agency shall include the acts and omissions of the Corporation’s employees and agents in those capacities, as well as their capacity as a director, officer, manager, trustee, administrator, employee, partner, or other agent of or at other entities or enterprises (whether they be corporations, partnerships, limited liability companies, joint ventures, employee benefit plans or other trusts, or otherwise) if the employee or agent of the Corporation is or was serving in the additional capacity or capacities at the request of the Corporation.

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6.3 Payment Of Expenses In Advance.

Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 6.1, or for which indemnification is permitted pursuant to Section 6.2, following authorization thereof by the Board of Directors, shall be paid by the Corporation in advance of the final disposition of such action or proceeding if the Corporation receives an undertaking by or on behalf of the indemnified party to repay any portion of the amount so advanced for which it is ultimately determined that the indemnified party is not entitled to be indemnified by the Corporation.

6.4 Indemnity Not Exclusive.

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Certificate of Incorporation.

6.5 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 him or her whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

ARTICLE VII

RECORDS AND REPORTS

7.1 Maintenance And Inspection Of Records.

The Corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books and other records.

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the Corporation at its registered office in Delaware or at its principal place of business.

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A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in each such stockholder’s name, shall be open to the examination of any such stockholder for a period of at least 10 days before the meeting to the extent and in the manner provided by law. The stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

7.2 Inspection By Directors.

Any director shall have the right to examine the Corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director.

7.3 Annual Report To Stockholders; Waiver.

As long as the Corporation is subject to Section 2115 of the California Corporations Code, or the Corporation has its principal executive offices or customarily holds meetings of the Board of Directors in California, the Board of Directors shall cause an annual report to be sent to the stockholders not later than 120 days after the close of the fiscal year adopted by the Corporation. Such report shall be sent at least 15 days (or, if sent by third-class mail 35 days) before the annual meeting of stockholders to be held during the next fiscal year and in the manner specified in Section 2.5 of these Bylaws for giving notice to stockholders of the Corporation.

The annual report shall contain (a) a balance sheet as of the end of the fiscal year, (b) an income statement, (c) a statement of changes in financial position for the fiscal year, and (d) any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the Corporation that the statements were prepared without audit from the books and records of the Corporation.

The foregoing requirement of an annual report is waived so long as the shares of the Corporation are held by fewer than 100 holders of record.

ARTICLE VIII

GENERAL MATTERS

8.1 Checks.

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the Corporation, and only the persons so authorized shall sign or endorse those instruments.

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8.2 Execution Of Corporate Contracts And Instruments.

The Board of Directors may, except as otherwise provided in these Bylaws, authorize any officer or officers, or agent or agents, to enter into any contract or execute any 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.

8.3 Stock Certificates.

The shares of the Corporation shall be represented by certificates. Every stockholder shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairman or vice-chairman of the Board of Directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile. 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 he or she were such officer, transfer agent or registrar at the date of issue.

No stock certificates will be issued in bearer form.

8.4 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, 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.

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8.5 Lost Certificates.

Except as provided in this Section 8.5, 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 in the place of any certificate previously issued by it, alleged to have been lost, stolen, mutilated or destroyed, provided, however, that the Corporation may require the owner of the lost, stolen, mutilated or destroyed certificate, or the 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, mutilation or destruction of any such certificate or the issuance of such new certificate.

8.6 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 (or other entity) and a natural person.

8.7 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.

8.8 Seal.

The Corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

8.9 Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation.

8.10 Registered Stockholders.

The Corporation 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 and 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.

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8.11 Facsimile Signature.

In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

ARTICLE IX

AMENDMENTS

The Bylaws of the Corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that no Bylaw may be adopted, amended or repealed by the stockholders except by the vote or written consent of at least a majority of the voting power of the Corporation. The Corporation may, in its Certificate of Incorporation, confer the power to adopt, amend or repeal Bylaws upon the Board of Directors. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power, nor limit their power, to adopt, amend or repeal Bylaws as set forth in this Article IX.

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CERTIFICATE OF ADOPTION OF BYLAWS

OF

TINTRÍ, INC.

CERTIFICATE BY SECRETARY OF ADOPTION BY INCORPORATOR

The undersigned hereby certifies that the undersigned is the duly elected and acting Assistant Secretary of Tintrí, Inc., and that the foregoing Bylaws were adopted as the Bylaws of the Corporation on June 25, 2008, by the person identified in the Certificate of Incorporation as the Incorporator of the Corporation, and were re-adopted in their entirety by the Board of Directors of the Corporation on June 30, 2008.

Executed this 30^th day of June, 2008.

/s/ K. Amar Murugan

K. Amar Murugan, Assistant Secretary

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED BYLAWS OF

TINTRI, INC.

(initially adopted on June 25, 2008)

(as amended and restated on June 1, 2017 and 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		7
2.9	VOTING		7
2.10	STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING		7
2.11	RECORD DATES		8
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		10
3.3	ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS		10
3.4	RESIGNATION AND VACANCIES		10
3.5	PLACE OF MEETINGS; MEETINGS BY TELEPHONE		11
3.6	REGULAR MEETINGS		11
3.7	SPECIAL MEETINGS; NOTICE		11
3.8	QUORUM; VOTING		12
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
5.5	VACANCIES IN OFFICES		15

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TABLE OF CONTENTS

(continued)

		Page
5.6	REPRESENTATION OF SHARES OF OTHER CORPORATIONS		15
5.7	AUTHORITY AND DUTIES OF OFFICERS		15
5.8	THE CHAIRPERSON OF THE BOARD		15
5.9	THE VICE CHAIRPERSON OF THE BOARD		15
5.10	THE CHIEF EXECUTIVE OFFICER		16
5.11	THE PRESIDENT		16
5.12	THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS		16
5.13	THE SECRETARY AND ASSISTANT SECRETARIES		16
5.14	THE CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS		16
ARTICLE VI — STOCK			17
6.1	STOCK CERTIFICATES; PARTLY PAID SHARES		17
6.2	SPECIAL DESIGNATION ON CERTIFICATES		17
6.3	LOST, STOLEN OR DESTROYED CERTIFICATES		18
6.4	DIVIDENDS		18
6.5	TRANSFER OF STOCK		18
6.6	STOCK TRANSFER AGREEMENTS		19
6.7	REGISTERED STOCKHOLDERS		19
ARTICLE VII — MANNER OF GIVING NOTICE AND WAIVER			19
7.1	NOTICE OF STOCKHOLDERS’ MEETINGS		19
7.2	NOTICE BY ELECTRONIC TRANSMISSION		19
7.3	NOTICE TO STOCKHOLDERS SHARING AN ADDRESS		20
7.4	NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL		20
7.5	WAIVER OF NOTICE		21
ARTICLE VIII — FORUM FOR CERTAIN ACTIONS			21
ARTICLE IX — INDEMNIFICATION			21
9.1	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS		21
9.2	INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION		22
9.3	SUCCESSFUL DEFENSE		22
9.4	INDEMNIFICATION OF OTHERS		22
9.5	ADVANCED PAYMENT OF EXPENSES		22
9.6	LIMITATION ON INDEMNIFICATION		23
9.7	DETERMINATION; CLAIM		24
9.8	NON-EXCLUSIVITY OF RIGHTS		24
9.9	INSURANCE		24
9.10	SURVIVAL		24
9.11	EFFECT OF REPEAL OR MODIFICATION		24
9.12	CERTAIN DEFINITIONS		24

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TABLE OF CONTENTS

(continued)

		Page
ARTICLE X — GENERAL MATTERS			25
10.1	EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS		25
10.2	FISCAL YEAR		25
10.3	SEAL		25
10.4	CONSTRUCTION; DEFINITIONS		25
ARTICLE XI — AMENDMENTS			26

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AMENDED AND RESTATED BYLAWS OF TINTRI, INC.

ARTICLE I — CORPORATE OFFICES

1.1 REGISTERED OFFICE

The registered office of Tintri, Inc. (the “Corporation”) shall be fixed in the Corporation’s certificate of incorporation. References in these bylaws (these “Bylaws”) to the “Certificate of Incorporation” shall mean the Corporation’s certificate of incorporation, 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 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 shall be designated from time to time by the board of directors and stated in the Corporation’s notice of the annual meeting. At the annual meeting, directors shall be elected and any other proper business may be transacted.

2.3 SPECIAL MEETING

(i) Except as otherwise provided in the Certificate of Incorporation, a special meeting of the stockholders, other than a special meeting required by statute, may be called at any time only by (A) the board of directors, (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 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.

(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, 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 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 before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these Bylaws and applicable law. For the avoidance of doubt, except for proposals properly made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”), and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations), and included in the notice of meeting given by or at the direction of the board of directors, 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 of the Corporation. To be timely, a stockholder’s notice must be received by the secretary of the Corporation 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 of the Corporation 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 the Dow Jones News Service, Associated Press or a comparable 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 within the meaning of clause (C) of Section 2.4(i) above, 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 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

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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, (4) whether and 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 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 notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the 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) 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(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 of the Corporation.

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(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 of the Corporation 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 of the Corporation 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 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(ii)(a).

(b) To be in proper written form for purposes of clause (B) of Section 2.4(ii) above, such stockholder’s notice to the secretary must set forth:

(1) as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (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 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, (F) a written statement executed by the nominee acknowledging that as a director of the Corporation, the nominee will owe a fiduciary duty 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 a number 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”).

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(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 of the Corporation: (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 such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

(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 of the Corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii) 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 of the Corporation 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 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.

(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.

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(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.

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 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 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 stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. 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 a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) if the chairperson does not act, 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 meeting as originally noticed.

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

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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 2.11of 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. 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, if any, the chief executive officer (in the absence of the chairperson) or the president (in the absence of the chairperson of the board 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 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.

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.

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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.

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 means of electronic transmission which sets forth or is submitted with information from which it can be determined that the means of electronic transmission was authorized by the person.

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 shall show the address of each

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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 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 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, then the list 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 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. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

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 or three. If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy.

Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. 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, (vi) determine when the polls shall close; (vii) determine the result; and (viii) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

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 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.

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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 board of directors. 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.

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. 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, newly created directorships resulting from any increase in the authorized number of directors, or any vacancies on the board of directors resulting from the death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law, be filled only by a majority of the directors then in office, even though less than a quorum of the board of directors, or by a sole remaining director. A person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until his or her successor shall have been duly elected and qualified; provided, however, that 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 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 of directors (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.

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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.

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) nor the purpose of the meeting.

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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 the directors.

3.9 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 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.

3.10 FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 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

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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.

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 shall 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 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

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(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.

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 include a chief executive officer 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 president, a chief financial officer, a treasurer, one or more vice presidents (including senior vice presidents and executive vice presidents) (collectively, “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 Sections 5.3 of these Bylaws, subject to the rights, if any, of an officer under any contract of employment.

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 or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.

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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.

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 5.2 or Section 5.3, as applicable.

5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

Unless otherwise directed by the board of directors, the chief executive officer or any other person authorized by the board of directors or the chief executive officer is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. 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

Except as otherwise provided in these Bylaws, the officers of the Corporation shall have such powers and duties in the management 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.

5.8 THE CHAIRPERSON OF THE BOARD

The chairperson of the board shall have the powers and duties customarily and usually associated with the office of the chairperson of the board. The chairperson of the board shall preside at meetings of the stockholders and of the board of directors.

5.9 THE VICE CHAIRPERSON OF THE BOARD

The vice chairperson of the board shall have the powers and duties customarily and usually associated with the office of the vice chairperson of the board. In the case of absence or disability of the chairperson of the board, the vice chairperson of the board shall perform the duties and exercise the powers of the chairperson of the board.

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5.10 THE CHIEF EXECUTIVE OFFICER

The chief executive officer shall have, subject to the supervision, direction and control of the board of directors, ultimate authority for decisions relating to the supervision, direction and management of the affairs and the business of the Corporation customarily and usually associated with the position of chief executive officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of the chairperson and vice chairperson of the board shall not be filled, or in the event of the temporary absence or disability of the chairperson of the board and the vice chairperson of the board, the chief executive officer shall perform the duties and exercise the powers of the chairperson of the board unless otherwise determined by the board of directors.

5.11 THE PRESIDENT

The president shall have, subject to the supervision, direction and control of the board of directors, the general powers and duties of supervision, direction and management of the affairs and business of the Corporation customarily and usually associated with the position of president. The president shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board or the chief executive officer. In the event of the absence or disability of the chief executive officer, the president shall perform the duties and exercise the powers of the chief executive officer unless otherwise determined by the board of directors.

5.12 THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS

Each vice president and assistant vice president shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer or the president.

5.13 THE SECRETARY AND ASSISTANT SECRETARIES

(i) The secretary shall attend meetings of the board of directors and meetings of the stockholders and record all votes and minutes of all such proceedings in a book or books kept for such purpose. The secretary shall have all such further powers and duties as are customarily and usually associated with the position of secretary or as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer or the president.

(ii) Each assistant secretary shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chairperson of the board, the chief executive officer, the president or the secretary. In the event of the absence, inability or refusal to act of the secretary, the assistant secretary (or if there shall be more than one, the assistant secretaries in the order determined by the board of directors) shall perform the duties and exercise the powers of the secretary.

5.14 THE CHIEF FINANCIAL OFFICER, THE TREASURER AND ASSISTANT TREASURERS

(i) The chief financial officer shall be responsible for maintaining the Corporation’s accounting records and statements, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The chief financial officer shall also maintain adequate records of all

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assets, liabilities and transactions of the Corporation and shall assure that adequate audits thereof are currently and regularly made. The chief financial officer shall have all such further powers and perform all such further duties as are customarily and usually associated with the position of chief financial officer, or as may from time to time be assigned to him or her by the board of directors, the chairperson, the chief executive officer or the president. Unless a treasurer has been appointed separately in accordance with these bylaws, the chief financial officer shall also perform the duties of treasurer prescribed in paragraph (ii) below.

(ii) The treasurer shall have custody of the Corporation’s funds and securities, shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by any duly authorized officer of the Corporation, and shall have such further powers and perform such further duties as may from time to time be assigned to him or her by the board of directors, the chief executive officer, or the president.

(iii) Each assistant treasurer shall have such powers and perform such duties as may from time to time be assigned to him or her by the board of directors, the chief executive officer, the president, the chief financial officer or the treasurer.

ARTICLE VI — STOCK

6.1 STOCK CERTIFICATES; PARTLY PAID SHARES

The shares of the Corporation’s stock shall be represented by uncertificated shares, as previously authorized by the board of directors for all newly issued shares of the Corporation’s stock, or certificated shares if provided by a resolution of the board of directors, provided, however, that any shares of stock of the Corporation represented by a certificate shall continue to be represented by such certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the chairperson or vice-chairperson of the board of directors, or the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary 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 shall have 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.

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

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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 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 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 of the Corporation 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 or these Bylaws, any notice to stockholders given by the Corporation 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 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 of the Corporation 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.

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 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 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 by the Certificate of Incorporation or these Bylaws.

ARTICLE VIII — FORUM FOR CERTAIN ACTIONS

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum 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 or agent of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL, the Certificate of Incorporation, or these Bylaws; (iv) any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or these Bylaws; or (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine; in each such case subject to said Court of Chancery having personal jurisdiction over the indispensible parties named as defendants therein. 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 Article VIII.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or any successor thereto. Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

ARTICLE IX — INDEMNIFICATION

9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN THIRD PARTY PROCEEDINGS

Subject to the other provisions of this Article IX, 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 or 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 another corporation, partnership, joint venture, trust or other enterprise, against

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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.

9.2 INDEMNIFICATION OF DIRECTORS AND OFFICERS IN ACTIONS BY OR IN THE RIGHT OF THE CORPORATION

Subject to the other provisions of this Article IX, 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 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.

9.3 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 9.1 or Section 9.2, 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.

9.4 INDEMNIFICATION OF OTHERS

Subject to the other provisions of this Article IX, the Corporation shall have power to 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 to such person or persons as the board of directors determines.

9.5 ADVANCE PAYMENT OF EXPENSES

Expenses (including attorneys’ fees) 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

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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 IX or the DGCL. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the Corporation 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 claim for which indemnity is excluded pursuant to these Bylaws, but shall apply to any Proceeding referenced in Section 9.6(ii) or 9.6(iii) prior to a determination that the person is not entitled to be indemnified by the Corporation.

9.6 LIMITATION ON INDEMNIFICATION

Subject to the requirements in Section 9.3 and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article IX 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 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 9.7 or (d) otherwise required by applicable law; or

(v) if prohibited by applicable law; provided, however, that if any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph or clause 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 (2) to the fullest extent possible, the provisions of this Article IX (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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9.7 DETERMINATION; CLAIM

If a claim for indemnification or advancement of expenses under this Article IX 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 incurred by such person in connection with any action for indemnification or advancement of expenses from the Corporation under this Article IX, 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.

9.8 NON-EXCLUSIVITY OF RIGHTS

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX 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.

9.9 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.

9.10 SURVIVAL

The rights to indemnification and advancement of expenses conferred by this Article IX 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.

9.11 EFFECT OF REPEAL OR MODIFICATION

Any amendment, alteration or repeal of this Article IX 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.

9.12 CERTAIN DEFINITIONS

For purposes of this Article IX, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a

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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 IX 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 IX, 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 IX.

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.

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ARTICLE XI — AMENDMENTS

These Bylaws may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the affirmative vote of the holders of at least 66 2/3% of the total voting power of outstanding voting securities, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any bylaw inconsistent with the following provisions of these Bylaws: Article II, Sections 3.1 (powers), 3.2 (number of directors), 3.4 (resignation and vacancies) and 3.11 (removal of directors) of Article III, Article IX (indemnification) and this Article XI (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration, change, repeal, or adoption of any other bylaw. The board of directors shall also have the power to adopt, amend or repeal bylaws; provided, however, that 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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TINTRI, INC.

CERTIFICATE OF AMENDMENT OF BYLAWS

The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of TINTRI, INC., a Delaware corporation, and that the foregoing bylaws, comprising 27 pages, were amended and restated on June 1, 2017 by the Corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 1st day of June, 2017.

Mike Coleman

Secretary

EX-4.1

Exhibit 4.1

TINTRÍ, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

July 24, 2015

TABLE OF CONTENTS

			Page
1.	Registration Rights			1
	1.1	Definitions		1
	1.2	Request for Registration.		4
	1.3	Company Registration.		5
	1.4	Form S-3 Registration		5
	1.5	Obligations of the Company		6
	1.6	Information From Holders		9
	1.7	Expenses of Registration		9
	1.8	Underwriting Requirements		9
	1.9	Delay of Registration		10
	1.10	Indemnification		10
	1.11	Reports Under the Exchange Act		12
	1.12	Assignment of Registration Rights		13
	1.13	Limitations on Subsequent Registration Rights		13
	1.14	Lock-Up Agreement.		14
	1.15	Termination of Registration Rights		15
2.	Covenants of the Company.			15
	2.1	Delivery of Financial Statements		15
	2.2	Inspection		16
	2.3	Right of First Offer		16
	2.4	Qualified Small Business Stock		18
	2.5	Termination of Covenants.		18
3.	Miscellaneous.			18
	3.1	Termination		18
	3.2	Entire Agreement		18
	3.3	Successors and Assigns		19
	3.4	Amendments and Waivers.		19
	3.5	Notices		20
	3.6	Severability		20
	3.7	Governing Law		20
	3.8	Counterparts		20
	3.9	Titles and Subtitles		20
	3.10	Aggregation of Stock		21
	3.11	Effect on Prior Agreement		21

EXHIBITS
Exhibit A	Schedule of Investors

i

TINTRÍ, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of July 24, 2015, by and among Tintrí, Inc., a Delaware corporation (the “Company”), the investors listed on Exhibit A attached hereto (each, an “Investor,” and together, the “Investors”) and each of Kieran Harty and Mark Gritter (each, a “Founder,” and together, the “Founders”).

RECITALS

WHEREAS, the Company, the Founders and certain of the Investors previously entered into the Amended and Restated Investors’ Rights Agreement, dated as of January 30, 2014, as amended on October 17, 2014 (the “Prior Agreement”), pursuant to which the Company granted certain registration, information and other rights to certain of the Investors;

WHEREAS, the Company and certain of the Investors are entering into the Series F Preferred Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), which contemplates that the Prior Agreement will be amended and restated pursuant to this Agreement;

WHEREAS, Section 3.4 of the Prior Agreement provides that it may be amended by the Company and holders of at least 66 and 2/3% of the Registrable Securities (as defined in the Prior Agreement), not including the Founders’ Stock (as defined in the Prior Agreement); and

WHEREAS, the Company, the Founders and the Investors hereby agree that this Agreement shall govern the rights of the Investors and the Founders to cause the Company to register shares of the Company’s common stock, par value $0.00005 per share (“Common Stock”), issued or issuable to them and certain other matters as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and covenants contains herein, and for other consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1. Registration Rights. The Company and the Investors covenant and agree as follows:

1.1 Definitions. For purposes of this Agreement:

(a) “Affiliated Fund” means, with respect to a Holder that is a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company;

(b) “Board of Directors” means the Company’s board of directors.

(c) “Exchange Act” means the Securities Exchange Act of 1934, as amended (and any successor thereto) and the rules and regulations promulgated thereunder;

(d) “Excluded Registration” means a registration statement relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization, or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities which are also being registered;

(e) “Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor form under the Securities Act that permits significant incorporation by reference of the Company’s subsequent public filings under the Exchange Act;

(f) “Founders’ Stock” means the shares of Common Stock issued to the Founders;

(g) “Holder” means any Investor or Founder owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 1.12;

(h) “Major Investor” means any Investor that holds at least 650,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series F Preferred Stock or Common Stock issued upon conversion thereof (subject to adjustment for stock splits, stock dividends, combinations, reclassifications or the like). A Major Investor includes any general partners, managing members and affiliates of a Major Investor, including Affiliated Funds;

(i) “Qualified IPO” has the meaning set forth in the Restated Certificate;

(j) “Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document;

(k) “Registrable Securities” means (i) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock held by the Holders and any assignee thereof in accordance with Section 1.12, (ii) the Founders’ Stock, provided, however, that for the purposes of Section 1.2, Section 1.4 or Section 1.13, the Founders’ Stock shall not be deemed Registrable Securities and the Founders shall not be deemed Holders, (iii) any shares of Common Stock acquired by Investors pursuant to that certain Securities Purchase Agreement dated June 11, 2014 by and among Marcus Chambers and the Purchasers named on Exhibit B thereto, and (iv) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in clauses (i) through (iii) above; excluding, however, in all cases any Registrable Securities sold in a transaction in which the rights under this Agreement are not assigned, or any shares for which registration rights have terminated pursuant to Section 1.15;

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(l) The number of shares of “Registrable Securities then outstanding” shall be determined by the number of shares of Common Stock outstanding which are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities which are, Registrable Securities;

(m) “Restated Certificate” means the Company’s Amended and Restated Certificate of Incorporation, as of the date hereof, as amended from time to time following the date hereof

(n) “SEC” means the Securities and Exchange Commission;

(o) “Securities Act” means the Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder;

(p) “Series A Preferred Stock” shall mean the shares of the Company’s Series A Preferred Stock, par value $0.0005 per share, issued pursuant to the Series A Stock Purchase Agreement, dated as of August 13, 2008;

(q) “Series B Preferred Stock” shall mean the shares of the Company’s Series B Preferred Stock, par value $0.0005 per share, issued pursuant to the Series B Stock Purchase Agreement, dated as of July 7, 2009, as amended;

(r) “Series C Preferred Stock” shall mean the shares of the Company’s Series C Preferred Stock, par value $0.0005 per share, issued pursuant to the Series C Stock Purchase Agreement, dated as of May 16, 2011;

(s) “Series D Preferred Stock” shall mean the shares of the Company’s Series D Preferred Stock, par value $0.0005 per share, issued pursuant to the Series D Stock Purchase Agreement, dated as of July 12, 2012;

(t) “Series E Preferred Stock” shall mean the shares of the Company’s Series E Preferred Stock, par value $0.0005 per share, issued pursuant to the Series E Preferred Stock and Series E-1 Preferred Stock Purchase Agreement, dated as of January 29, 2014;

(u) “Series E-1 Preferred Stock” shall mean shares of the Company’s Series E-1 Preferred Stock, par value $0.0005 per share, issued pursuant to the Series E Preferred Stock and Series E-1 Preferred Stock Purchase Agreement, dated as of January 29, 2014; and

(v) “Series F Preferred Stock” shall mean shares of the Company’s Series F Preferred Stock, par value $0.0005 per share, issued pursuant to the Purchase Agreement.

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1.2 Request for Registration. 

(a) If the Company shall receive at any time after the earlier of (i) July 24, 2018, or (ii) six months after the effective date of the Qualified IPO, a written request from the Holders of at least 66 and 2/3% of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities with an anticipated aggregate offering price of at least $10,000,000, then the Company shall, within 20 days after receiving such request, give written notice of such request to all Holders and shall, subject to the limitations of Section 1.2(b), use all reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered within 20 days after the mailing of such notice by the Company.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by the Company, which underwriter shall be reasonably acceptable to a majority in interest of the Initiating Holders whose Registrable Securities are to be included in the underwriting. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. The Company and all Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities requested to be included in such applicable registration by each participation Holder. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded from such offering. Any Registrable Securities excluded from or withdrawn from such underwriting shall be withdrawn from registration.

(c) Notwithstanding the foregoing, if the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right or the similar right set forth in Section 1.4(b)(iii) more than once in any 12-month period; provided, further, that the Company shall not register any securities for the account of itself or any other stockholder during such 90-day period (other than in a Qualified IPO or an Excluded Registration).

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(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:

(i) After the Company has effected three registrations pursuant to this Section 1.2, provided, however, that such registrations have been declared or ordered effective and that either (A) the conditions of Section 1.5(a) have been satisfied or (B) the registration statements remain effective and there are no stop orders in effect to such registration statements;

(ii) If the Company, within 30 days of receipt of the Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement for an initial public offering within 75 days; provided, that the Company is actively employing in good faith, reasonable best efforts to cause such registration to become effective;

(iii) Within 180 days immediately following the effective date of a Qualified IPO; or

(iv) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4.

1.3 Company Registration. 

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its stock under the Securities Act in connection with the public offering of such securities solely for cash (other than an Excluded Registration), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company in accordance with Section 3.4, the Company shall, subject to the provisions of Section 1.8, use all reasonable best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered if any stock of the Company is registered.

(b) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such registration shall be borne by the Company in accordance with Section 1.7.

1.4 Form S-3 Registration. In case the Company shall receive from any Holder or Holders of a majority of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

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(b) use all reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4: (i) if Form S-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right or the similar right set forth in Section 1.2(c) more than once in any 12-month period; provided, further that the Company shall not register any securities for its own account or any other stockholder, other than an Excluded Registration, during such 90 day period; (iv) if the Company has, within the 12-month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4 (counting for these purposes only registrations which have been declared or ordered effective and pursuant to which securities have been sold); (v) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction; or (vi) during the period ending 180 days after the effective date of a registration statement subject to Section 1.3.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Section 1.2 or Section 1.3, respectively.

1.5 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously and as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to 120 days, or until the distribution described in such registration statement is completed, if earlier; provided, however, that (i) such 120 day period shall be extended for a period of time equal to the period the Holder(s) refrain from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities of the Company) and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or

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delayed basis, subject to compliance with applicable SEC rules, such 120 day period shall be extended, if necessary, to keep the registration statement effective until the earlier of (A) such time as all such Registrable Securities registered on such registration statement are sold or (B) all such Registrable Securities on such registration statement may be sold in any three month period pursuant to Rule 144.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for up to 120 days, or until the distribution described in such registration statement is completed, if earlier; provided, however, that (i) such 120 day period shall be extended for a period of time equal to the period the Holder(s) refrain from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, such 120 day period shall be extended, if necessary, to keep the registration statement effective until the earlier of (A) such time as all such Registrable Securities registered on such registration statement are sold or (B) all such Registrable Securities on such registration statement may be sold in any three month period pursuant to Rule 144; provided further, however, that with respect to clause (ii) above, that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and that the applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (1) includes any prospectus required by Section 10(a)(3) of the Securities Act or (2) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in clauses (1) and (2) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement.

(c) Promptly notify the Holders of the effectiveness of such registration statement, and furnish to the Holders such numbers of copies of a prospectus (including the preliminary prospectus), including any supplement to the prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Following the effective date of such registration statement, notify the Holders of any request by the SEC that the Company amend or supplement such registration statement, or the associated prospectus.

(e) Use all reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already qualified to do business or subject to service of process in that jurisdiction.

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(f) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder and other security holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(g) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue for 120 days or until the distribution described in such registration statement is completed, if earlier.

(h) Cause all such Registrable Securities registered pursuant to this Section 1 to be listed on each national securities exchange or trading system on which similar securities issued by the Company are then listed.

(i) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(j) Make generally available to the selling Holders, any underwriters participating in any disposition pursuant to such registration statement and any attorney, accountant and/or other advisor or agent retained by any such underwriter or selected by the selling Holders, and to deliver to each Holder participating in the registration statement, an earnings statement of the Company that will satisfy the provisions of Section 11(a) of the Securities Act covering a period of 12 months beginning after the effective date of such registration statement as soon as reasonably practicable after the termination of such 12-month period, and all other financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, and cause the Company’s and its subsidiaries’ officers, directors, employees and independent accountants to supply all information reasonably requested by such seller, underwriter, attorney, accountant and/or other advisor or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith.

(k) Use its commercially reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.

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(l) All Expenses (as defined below) 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.

1.6 Information From Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding such Holder, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 or Section 1.4 if, as a result of the application of the preceding sentence, the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 1.2(a) or Section 1.4(b)(2), whichever is applicable.

1.7 Expenses of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, Section 1.3 and Section 1.4 including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements (not to exceed $30,000) of one counsel for the selling Holders selected by them, with the approval of the Company, which approval shall not be unreasonably withheld, conditioned or delayed, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders on a several (and not joint and several basis) shall bear such expenses on a pro rata basis (based on the number of Registrable Securities to be included by such selling Holder in such registration statement)), unless the Holders of 66 and 2/3% of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2 or one right to a Form S-3 registration under Section 1.4, as the case may be; provided further, however, that if at the time of such withdrawal, the Holders (a) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (b) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 1.2 or Section 1.4, as the case may be.

1.8 Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 1.3 to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of

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the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders), but in no event shall (a) the amount of securities of the selling Holders included in the offering be reduced below 25% of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s securities, in which case, the selling stockholders may be excluded if the underwriters make the determination described above and no other stockholder’s securities are included, (b) any securities held by a Founder be included if any securities held by any selling Holder are excluded, and (c) any Holder of Registrable Securities (other than the Major Investors) who has requested securities to be included in a registration pursuant to Section 1.3 be granted such registration without the consent of the Initiating Holders, if the requested registration would reduce the number of shares includable by the Initiating Holders. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

1.9 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.10 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state 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, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action;

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provided, however, that the indemnity agreement contained in this Section 1.10(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, conditioned or delayed), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder (on a several basis and not joint and several basis) will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.10(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this Section 1.10(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10.

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(d) If the indemnification provided for in this Section 1.10 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 therein, 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; provided, that in no event shall any contribution by a Holder under this Section 1.10(d) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however that a Holder’s liability pursuant to this Section 1.10(d) shall not exceed, when combined with the amounts paid or payable by such Holder pursuant to Section 1.10(b), the net proceeds from such offering received by such Holder, except in the case of willful misconduct or fraud.

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

(f) The obligations of the Company and Holders under this Section 1.10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.11 Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after 90 days after the effective date of the Qualified IPO so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

(b) take such action, including the voluntary registration of its Common Stock under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

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(c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(d) furnish to any Holder upon request, so long as the Holder owns any Registrable Securities, (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the Qualified IPO), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.12 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (a) of at least two percent (2%) of the Registrable Securities (subject to adjustment for stock splits, stock dividends, reclassification or the like), (b) that is a subsidiary, parent, partner, limited partner, retired partner, member, retired member or stockholder of a Holder, (c) that is an Affiliated Fund or any other affiliate of such Holder, (d) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member,” which term shall include adoptive relationships), or (e) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member; provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; provided, further, that such assignment shall be effective only if the transferee agrees in writing to be bound by this Agreement and immediately following such transfer, the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (i) a partnership who are partners or retired partners of such partnership or (ii) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

1.13 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least 66 and 2/3% of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include any of such securities in any registration filed under Section 1.2, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration

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which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in Section 1.2(a) or within 120 days of the effective date of any registration effected pursuant to Section 1.2.

1.14 Lock-Up Agreement. 

(a) Lock-Up Period; Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company and the underwriters managing such offering of the Company’s securities, each Holder agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company, however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with the Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration statement as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the Company’s initial public offering.

(b) Limitations. The obligations described in this Section 1.14 shall apply only if all senior executive officers and directors of the Company and all holders of at least two percent (2%) of the Company’s voting securities enter into substantially 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. In the event any of the above are released from the obligations set forth in Section 1.14, each other party shall be similarly released on a ratable basis based upon the number of shares subject to such agreement.

(c) Stop-Transfer Instructions. In order to enforce the foregoing covenants, the Company may impose stop-transfer instructions with respect to the securities of each Holder (and the securities of every other person subject to the restrictions in Section 1.14(a).

(d) Transferees Bound. Each Holder agrees that it will not transfer securities of the Company unless each transferee agrees in writing to be bound by all of the provisions of this Section 1.14.

(e) Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 1.14):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE ACT, 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.

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1.15 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 after the earlier of (a) five years following the consummation of a Qualified IPO, (b) with respect to any Holder, at such time after the Qualified IPO when such Holder holds less than one percent of the outstanding securities of the Company and Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares during a three-month period without registration, or (c) upon termination of the Agreement, as provided in Section 3.1.

2. Covenants of the Company. 

2.1 Delivery of Financial Statements. The Company shall deliver to each Major Investor (other than a Major Investor reasonably deemed by the Board of Directors (excluding from such vote any directors affiliated with such Major Investor) to be a competitor of the Company) (it being understood that for the purposes of this Section 2.1, none of Silver Lake Kraftwerk Fund, L.P. and Silver Lake Technology Investors Kraftwerk, L.P. (together, “Silver Lake”), Insight Venture Partners VIII, L.P., Insight Venture Partners (Delaware) VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., and Insight Venture Partners (Co-Investors), L.P. (together with their respective affiliates, permitted transferees, successors and assigns), Menlo Ventures XI, L.P., New Enterprise Associates 12, Limited Partnership nor Lightspeed Venture Partners VIII, L.P. is a competitor of the Company):

(a) as soon as practicable, but in any event within 120 days after the end of each fiscal year of the Company (or such longer period of time as may be reasonably required by the Company’s independent public accountants), an income statement for such fiscal year, a balance sheet of the Company and statement of stockholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and audited and certified by an independent public accounting firm of nationally recognized standing selected by the Company;

(b) as soon as practicable, but in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, an unaudited profit or loss statement, a statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter;

(c) within 30 days of the end of each month, an unaudited income statement, a statement of cash flows and balance sheet for and as of the end of such month, in reasonable detail, together with a comparison to the Company’s operating plan and budget by the Chief Financial Officer of the Company explaining any significant differences in the statements from the Company’s operating plan and budget for the month covered; and

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(d) at least 30 days prior to the end of each fiscal year, an operating plan (which includes the applicable budget and working capital on a monthly basis) for the next fiscal year.

2.2 Inspection. The Company shall permit each Major Investor (except for a Major Investor reasonably deemed by the Board of Directors (excluding any directors affiliated with such Major Investor) to be a competitor of the Company), at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

2.3 Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company or any of its subsidiaries of their respective Shares (as defined below) (the “Right of First Offer”). For purposes of this Section 2.3, Major Investor includes any general partners, managing members and affiliates of a Major Investor, including Affiliated Funds. A Major Investor who chooses to exercise the Right of First Offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its or its subsidiaries’ capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

(a) The Company shall deliver a notice (the “RFO Notice”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares.

(b) Within 20 calendar days after delivery of the RFO Notice, the Major Investor may elect to purchase or obtain, at the price and on the terms specified in the RFO Notice, up to that portion of such Shares which equals the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Major Investor bears to the sum of (i) the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities) and (ii) shares of Common Stock reserved for issuance or issuable to employees, consultants or directors pursuant to a stock option plan, restricted stock option plan, or other stock plan approved by the Board of Directors. Such purchase shall be completed at the same closing as that of any third party purchasers or at an additional closing. The Company shall promptly, in writing, inform each Major Investor that purchases all the shares available to it (each, a “Fully-Exercising Investor”) of any other Major Investor’s failure to do likewise. During the 10-day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the Shares for which Major Investors were entitled to subscribe but which were not subscribed for by the Major Investors that is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Fully-Exercising Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities).

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(c) The Company may, during the 45-day period following the expiration of the period provided in Section 2.3(b), offer the remaining unsubscribed portion of the Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the RFO Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within 60 days after the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d) The Right of First Offer in this Section 2.3 shall not be applicable to (i) the issuance of securities in connection with stock dividends, stock splits or similar transactions for which an adjustment is made pursuant to Section 4(d)(i) or Section 4(d)(ii) of Article IV(B) of the Restated Certificate; (ii) the issuance or sale of Common Stock (or options therefor) to employees, consultants and directors of the Company, directly or pursuant to a stock option plan, restricted stock purchase plans or other stock plan approved by the Board of Directors; (iii) Common Stock or Preferred Stock (or options or warrants therefore) that may be issued to leasing companies, landlords, advisors, lenders and other providers of goods and services to the Company, in each case approved by the Board of Directors; (iv) Common Stock or Preferred Stock (or options or warrants therefore) that may be issued to entities in connection with joint ventures, development projects, acquisitions, or other strategic transactions, in each case approved by the Board of Directors; (v) the issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the date of this Agreement, including without limitation, warrants, notes or options; (vi) the issuance of securities for consideration other than cash in connection with a bona fide merger, consolidation, acquisition or similar business combination approved by the Board of Directors (including at least one Preferred Director (as defined in the Restated Certificate)); (vii) the issuance or sale of Series A Preferred Stock or the Common Stock issuable upon conversion of the Series A Preferred Stock; (viii) the issuance or sale of Series B Preferred Stock or the Common Stock issuable upon conversion of the Series B Preferred Stock; (ix) the issuance or sale of Series C Preferred Stock or the Common Stock issuable upon conversion of the Series C Preferred Stock; (x) the issuance or sale of Series D Preferred Stock or the Common Stock issuable upon conversion of the Series D Preferred Stock; (xi) the issuance or sale of Series E Preferred Stock or the Common Stock issuable upon conversion of the Series E Preferred Stock; (xii) the issuance or sale of Series E-1 Preferred Stock or the Common Stock issuable upon conversion of the Series E-1 Preferred Stock; (xiii) the issuance or sale of Series F Preferred Stock or the Common Stock issuable upon conversion of the Series F Preferred Stock; (xiv) Common Stock issued or issuable to holders of Series F Preferred Stock pursuant to Section 4(b)(ii) and Section 6(b) of the Restated Charter; (xv) the issuance of Common Stock in a Qualified IPO; or (xvi) Common Stock, Preferred Stock or options or warrants to purchase Common Stock or Preferred Stock, the issuance of which is deemed or determined to be excluded from the Conversion Price (as defined in the Restated Certificate) adjustments otherwise required pursuant to Section (4)(d)(iii) of Article IV(B) of the Restated Certificate by the affirmative vote of at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a single class, subject to the Anti-Dilution Consent Rights (as defined in the Restated Certificate) therein. In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor and any subsequent securities

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issuance, if (A) at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (B) such subsequent securities issuance is otherwise being offered only to accredited investors. For avoidance of doubt, the Investors agree that this Section 2.3 operates so that the parties to the Prior Agreement do not have the contractual right under the Prior Agreement or this Agreement to purchase the Series F Preferred Stock or Common Stock issuable upon conversion thereof.

All references to the Company in this Section 2.3 shall be deemed to include any applicable subsidiary of the Company.

2.4 Qualified Small Business Stock. The Company agrees that for so long as any of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock (the “Series A-D Preferred Shares”), or any Common Stock into which such Series A-D Preferred Shares are converted, are held by an Investor (or a transferee in whose hands such Series A-D Shares or Common Stock are eligible as a result of the application of Section 1202(h) of the Internal Revenue Code (the “Code”) 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 (including complying with any applicable filing or reporting requirements of Section 1202 of the Code and any regulations promulgated thereunder) to cause such Series A-D Preferred Shares or Common Stock to continue to qualify as “qualified small business stock”; provided, however, that “reasonable efforts” as used in this Section 2.4 shall not be construed to require the Company to operate its business in a manner that would adversely affect its business, limit its future prospects or alter the timing or resource allocation related to its planned operations or financing activities.

2.5 Termination of Covenants. 

(a) The covenants set forth in Sections 2.1 through Section 2.5 shall terminate as to each Holder and be of no further force or effect (i) immediately prior to the consummation of a Qualified IPO, (ii) when the Company first becomes subject to the periodic reporting requirements of Sections 13 or 15(d) of the Exchange Act, (iii) upon the consummation of a Liquidation Transaction (as defined in the Restated Certificate) or (iv) upon termination of the Agreement, as provided in Section 3.1.

3. Miscellaneous. 

3.1 Termination. This Agreement shall terminate, and have no further force and effect, when the Company shall consummate a Liquidation Transaction.

3.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto, including the Prior Agreement, are expressly canceled.

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3.3 Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of any of Preferred Stock or any Common Stock issued upon conversion thereof). 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.

3.4 Amendments and Waivers. 

(a) Any term of this Agreement may be amended or waived only with the written consent of the Company and the holders of at least at least 66 and 2/3% of the Registrable Securities then outstanding, excluding the Founders’ Stock.

(b) Notwithstanding Section 3.4(a), if any amendment or waiver has the effect of affecting the Founders’ Stock (i) in a manner different than securities issued to the Investors and (ii) in a manner adverse to the interests of the holders of the Founders’ Stock, then such amendment shall require the consent of the holder or holders of at least a majority of the Founders’ Stock.

(c) Notwithstanding Section 3.4(a) and Section 3.4(b), the Right of First Offer set forth in Section 2.3 may not be waived or terminated or otherwise amended with respect to the holders of Series E Preferred Stock and Series E-1 Preferred Stock without the prior written consent of the holders of at least 66 2/3% of the shares of Series E Preferred Stock and Series E-1 Preferred Stock then outstanding, voting together as a single class.

(d) Notwithstanding Section 3.4(a), Section 3.4(b) and Section 3.4(c), the Right of First Offer set forth in Section 2.3 may not be waived or terminated or otherwise amended with respect to the holders of Series F Preferred Stock without the prior written consent of the holders of at least 53% of the shares of Series F Preferred Stock then outstanding, voting together as a single class.

(e) Notwithstanding any provision of this Agreement to the contrary and so long as at least 1,500,000 shares of Series E Preferred Stock and Series E-1 Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series E Preferred Stock and Series E-1 Preferred Stock, such amendment or waiver will require the approval of at least 66 and 2/3% of the then outstanding shares of Series E Preferred Stock and Series E-1 Preferred Stock, voting together as a single class, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series E Preferred Stock or Series E-1 Preferred Stock, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series E Preferred Stock or Series E-1 Preferred Stock.

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(f) Notwithstanding any provision of this Agreement to the contrary and so long as at least 2,000,000 shares of Series F Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series F Preferred Stock, such amendment or waiver will require the approval of at least 53% of the then outstanding shares of Series F Preferred Stock, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series F Preferred Stock, if approved by at least 53% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series F Preferred Stock.

(g) Any amendment or waiver effected in accordance with this Section 3.4 shall be binding upon each party to the Agreement, whether or not such party has signed such amendment or waiver, each future holder of all such Registrable Securities, and the Company.

3.5 Notices. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by facsimile, or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address or facsimile number as set forth on the signature pages or Exhibit A hereto or as subsequently modified by written notice, and if to the Company, with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich & Rosati P.C., 650 Page Mill Road, Palo Alto, California 94304, Attention: Aaron J. Alter, and if to Silver Lake, with a copy (which shall not constitute notice) to Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 1200 Seaport Boulevard, Redwood City, CA 94063, Attention: Scott C. Dettmer.

3.6 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

3.7 Governing Law. This Agreement and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of laws.

3.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.9 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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3.10 Aggregation of Stock. All shares of the Preferred Stock held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.11 Effect on Prior Agreement. Upon the execution and delivery of this Agreement by the Company and the Investors, the Prior Agreement shall terminate, be of no further force and effect and shall be amended and restated in its entirety as set forth in this Agreement.

[Remainder of Page Intentionally Blank]

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The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

COMPANY:
TINTRÍ, INC.
By:	/s/ Ken Klein
Name:	Ken Klein
Title:	Chairman and Chief Executive Officer
Address:
Tintrí, Inc.
303 Ravendale Drive
Mountain View, California 94043
Attention: Chief Executive Officer

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

FOUNDERS:

/s/ Kieran Harty

KIERAN HARTY

Address:

Kieran Harty

303 Ravendale Drive

Mountain View, California 94043

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first above written.

INVESTORS:
SILVER LAKE KRAFTWERK FUND, L.P.
By:	Silver Lake Technology Associates Kraftwerk, L.P.,
	its general partner
By:	/s/ Adam Grosser
Name:	Adam Grosser
Title:	Managing Director
SILVER LAKE TECHNOLOGY INVESTORS KRAFTWERK, L.P.
By:	Silver Lake Technology Associates Kraftwerk, L.P.,
	its general partner
By:	/s/ Adam Grosser
Name:	Adam Grosser
Title:	Managing Director
Address:
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
Attention: Karen M. King

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTORS:
INSIGHT VENTURE PARTNERS VIII, L.P.
By:	Insight Venture Associates VIII, L.P.
	its General Partner
By:	Insight Venture Associates VIII, Ltd.,
	its General Partner
By:	/s/ Blair M. Flicker
Name:	Blair M. Flicker
Title:	Vice President
INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.
By:	Insight Venture Associates VIII, L.P.
	its General Partner
By:	Insight Venture Associates VIII, Ltd.,
	its General Partner
By:	/s/ Blair M. Flicker
Name:	Blair M. Flicker
Title:	Vice President

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTORS:
INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.
By:	Insight Venture Associates VIII, L.P.
	its General Partner
By:	Insight Venture Associates VIII, Ltd.,
	its General Partner
By:	/s/ Blair M. Flicker
Name:	Blair M. Flicker
Title:	Vice President
INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.
By:	Insight Venture Associates VIII, L.P.
	its General Partner
By:	Insight Venture Associates VIII, Ltd.,
	its General Partner
By:	/s/ Blair M. Flicker
Name:	Blair M. Flicker
Title:	Vice President

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:
LIGHTSPEED VENTURE PARTNERS VIII, L.P.
By:	Lightspeed General Partner VIII, L.P., its General Partner
By:	Lightspeed Ultimate General Partner VIII, Ltd., its General Partner
By:	/s/ Christopher Schaepe
	Christopher Schaepe, Duly Authorized Signatory
Address:
Lightspeed Venture Partners
2200 Sand Hill Road
Menlo Park, California 94025
Attention: Christopher Schaepe

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTORS:
NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
By:	NEA Partners 12, Limited Partnership, its
	General Partner
By:	NEA 12 GP, LLC, its General Partner
By:	/s/ Louis S. Citron
Name:	Louis S. Citron
	(print)
Title:	Chief Legal Officer

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTORS:
MENLO VENTURES XI, L.P.
By:	MV MANAGEMENT XI, L.L.C.
	Its General Partner
By:	/s/ Doug Carlisle
Name:	Doug Carlisle
Title:	Managing Director
MMEF XI, L.P.
By:	MV MANAGEMENT XI, L.L.C.
	Its General Partner
By:	/s/ Doug Carlisle
Name:	Doug Carlisle
Title:	Managing Director
Address:
Menlo Ventures
2884 Sand Hill Road, Suite 100
Menlo Park, California 94025
Attention: Mark Siegel

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:
WS INVESTMENT COMPANY, LLC (2015A)
By:	/s/ James Terranova
Name:	James Terranova
Title:	Director
Address:
650 Page Mill Road
Palo Alto, CA 94304

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:
TRIPLEPOINT VENTURES IV, LLC
By:	/s/ Sajal Srivastava
Name:	Sajal Srivastava
Title:	President
Address:
2755 Sand Hill Road, Suite 150
Menlo Park, CA 94025
Attention: Legal Department

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTORS:
FLEXTRONICS TELECOM SYSTEMS, LTD.
By:	/s/ Manny Marimuthu
Name:	Manny Marimuthu
Title:	Director
Addresses:
Level 3 Alexander House
35 Cybercity, Ebene
Mauritius
Flextronics International USA, Inc.,
6201 America Center Drive
San Jose, CA 95002

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:

/s/ Kieran Harty

KIERAN HARTY

Address:

Kieran Harty

303 Ravendale Drive

Mountain View, California 94043

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:
THE 2010 DAVID R. CHERITON
IRREVOCABLE TRUST DATED JULY 28, 2010
By:	South Dakota Trust Company LLC, Trustee
By:	/s/ Jeanice Caselli
Name:	Jeanice Caselli
Title:	Vice President and Trust Officer
Address:
The 2010 David R. Cheriton Irrevocable Trust
Dated July 28, 2010 c/o South Dakota Trust Company LLC
201 South Phillips Avenue, Suite 200
Sioux Falls, South Dakota 57104
Attention: Jeanice

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTORS:
FOUR RIVERS PARTNERS II, LP
By:	FSL Capital II, LLC, its general partner
By:	/s/ Farouk Ladha
Name:	Farouk Ladha
Title:	Managing Partner
FOUR RIVERS PARTNERS III, LP
By:	FSL Capital III, LLC, its general partner
By:	/s/ Farouk Ladha
Name:	Farouk Ladha
Title:	Managing Partner
Address:
Four Rivers Group
150 Pacific Ave.
San Francisco, CA 94111
Attention: Farouk Ladha

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:
OMEGA CAPITAL VENTURES, LLC
By:	/s/ Daniel Adamany
Name:	Daniel Adamany
Title:	Manager
Address:
Daniel Adamany
1448 West Belle Plaine Ave.
Chicago, IL 60613

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:
H.C. JONES LIVING TRUST
By:	/s/ Harvey Jones
Name:	Harvey Jones
Title:	Trustee
Address:
Harvey Jones
2000 Washington Street #5
San Francisco, CA 94109

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:
STAR TRINITY, L.P.
By:	Star Trinity GP, LLC, its general partner
By:	/s/ Blair Flicker
Name:	Blair Flicker
Title:	Authorized Officer
Address:
1114 Avenue of the Americas, 36th Floor
New York, NY 10036

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:

/s/ Craig P. Abod

CRAIG P. ABOD

Address:

1860 Michael Faraday Drive, Suite 100

Reston, VA 20190

Attention: Cornell Abod

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:

/s/ Ken Klein

KEN KLEIN

Address:

Signature page to Amended and Restated Investors’ Rights Agreement

The parties have executed this Amended and Restated Investors’ Rights Agreement as of the date first written above.

INVESTOR:

/s/ Ian Halifax

IAN HALIFAX

Address:

Signature page to Amended and Restated Investors’ Rights Agreement

EXHIBIT A

INVESTORS

Investor	Shares
Silver Lake Kraftwerk Fund, L.P.	[Intentionally omitted.]
Silver Lake Technology Investors Kraftwerk Fund, L.P.	[Intentionally omitted.]
Insight Venture Partners VIII, L.P.	[Intentionally omitted.]
Insight Venture Partners (Delaware) VIII, L.P.	[Intentionally omitted.]
Insight Venture Partners (Cayman) VIII, L.P.	[Intentionally omitted.]
Insight Venture Partners VIII (Co-Investors), L.P.	[Intentionally omitted.]
Lightspeed Venture Partners VIII, L.P.	[Intentionally omitted.]
New Enterprise Associates 12, Limited Partnership	[Intentionally omitted.]
NEA Ventures 2008, Limited Partnership	[Intentionally omitted.]
Menlo Ventures XI, L.P.	[Intentionally omitted.]
MMEF XI, L.P.	[Intentionally omitted.]
The 2010 David L. Cheriton Irrevocable Trust Dated July 28, 2010	[Intentionally omitted.]
Kieran Harty	[Intentionally omitted.]
Cari Harty	[Intentionally omitted.]
Vivek Ranadive	[Intentionally omitted.]

K. Amar Murugan	[Intentionally omitted.]
NT Global Corp.	[Intentionally omitted.]
The Mullarkey Family Living Trust	[Intentionally omitted.]
Star Trinity, L.P.	[Intentionally omitted.]
Four Rivers Partners II, L.P.	[Intentionally omitted.]
Four Rivers Partners III, L.P.	[Intentionally omitted.]
TriplePoint Ventures IV LLC	[Intentionally omitted.]
Omega Capital Ventures, LLC	[Intentionally omitted.]
Flextronics Telecom Systems, Ltd.	[Intentionally omitted.]
Craig P. Abod	[Intentionally omitted.]
H.C. Jones Living Trust	[Intentionally omitted.]
WS Investment Company, LLC (2015A)	[Intentionally omitted.]
Ken Klein	[Intentionally omitted.]
Ian Halifax	[Intentionally omitted.]

EX-4.2

Exhibit 4.2

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

PLAIN ENGLISH WARRANT AGREEMENT

This is a PLAIN ENGLISH WARRANT AGREEMENT dated February 6, 2015 by and between TINTRI, INC., a Delaware corporation, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company.

The words “We”, “Us”, or “Our” refer to the warrant holder, which is TRIPLEPOINT CAPITAL LLC. The words “You” or “Your” refers to the issuer, which is TINTRI, INC., and not to any individual. The words “the Parties” refers to both TRIPLEPOINT CAPITAL LLC and TINTRI, INC. This Plain English Warrant Agreement may be referred to as the “Warrant Agreement”.

The Parties, and Tintri International, Inc. have entered into a Plain English Growth Capital Loan and Security Agreement dated as of February 6, 2015, the “Loan Agreement”.

In consideration of such Loan Agreement, the Parties agree to the following mutual agreements and conditions set forth below:

WARRANT INFORMATION
Effective Date	Warrant Number	Loan Facility Number
February 6, 2015	0878-W-01	Part 1:

Warrant Coverage	Number of Shares	Price Per Share	Type of Stock
Part 1: $875,000 (2.5% of $35,000,000) and up to $875,000 (2.5% of $35,000,000) based upon Advances under Part 1 of the Loan Agreement	Part 1: 120,750 and up to 120,750 based upon Advances under Part 1 of the Loan Agreement, all subject to further adjustment as set forth in this Warrant Agreement	$7.24638, subject to further adjustment as set forth in this Warrant Agreement	Series E Preferred Stock, subject to further adjustment as set forth in this Warrant Agreement

OUR CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Road, Ste. 150 Menlo Park, CA 94025 Tel: Fax:	Sajal Srivastava, President Tel: Fax: email:
YOUR CONTACT INFORMATION
Customer Name	Address For Notices	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: Fax: N/A email:

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1. WHAT YOU AGREE TO GRANT US

Part 1: You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per share equal to the Exercise Price, that number of fully paid and non-assessable shares of Your Warrant Stock equal to Eight Hundred Seventy-Five Thousand and No/100 Dollars ($875,000), divided by the Exercise Price.

In addition, You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per share equal to the Exercise Price, an additional number of fully paid and non-assessable shares of Your Warrant Stock equal to two and one half percent (2.5%) of any amounts advanced under the Loan Agreement, divided by the Exercise Price.

The number of shares of Warrant Stock and the Exercise Price of such Warrant Stock are subject to adjustment as provided in Section 4 hereof.

For purposes of this Warrant Agreement, the following capitalized terms have the meanings given below:

“Exercise Price” means the lower of (a) $7.24638 and (b) the lowest per share price for which Your preferred stock is sold in the Next Round.

“Next Round” means (i) the next bona fide round of equity financing in which You issue and sell shares of your preferred stock for aggregate gross cash proceeds of at least $5,000,000 (excluding any amounts received upon conversion or cancellation of indebtedness), (ii) Your initial public offering or (iii) the consummation of a Merger Event in which You are not the surviving entity, whichever is to occur first, subsequent to the Effective Date.

“Warrant Stock” means (a) the class and series of Your preferred stock issued in the Next Round, if the lowest per share price for which such preferred stock is sold in the Next Round is less than $7.24638, or (b) in all other cases, Your Series E Preferred Stock or, after the conversion of all of the outstanding shares of Your Series E Preferred Stock into Common Stock, either automatically in connection with the Company’s initial public offering or by vote of the requisite holders thereof, Common Stock. For avoidance of doubt, if this Warrant Agreement is exercised prior to the Next Round then this Warrant Agreement shall be exercisable for Your Series E Preferred Stock.

The Parties agree that this Warrant Agreement to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price of the investment will be allocable to the Warrant Agreement and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Agreement shall be considered to be zero.

2. WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK.

The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin the Effective Date, and shall be available until December 9, 2021.

Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

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3. HOW WE MAY PURCHASE YOUR WARRANT STOCK.

We may exercise Our purchase rights, in whole or in part, at any time, or from time to time, prior to the expiration of the term of this Warrant Agreement, by giving You a completed and executed Notice of Exercise in the form attached as Exhibit I. Promptly upon receipt of the Notice of Exercise and in any event no later than twenty-one (21) days after you have received Our Notice of Exercise and payment of the aggregate Exercise Price for the shares purchased, You will issue to Us a certificate for the number of shares of Warrant Stock that We have purchased and You will execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which will be available to Us for future purchases, if any.

We may pay for the Warrant Stock by either (i) cash or check, or (ii) by the net issuance method as determined below. If We elect the Net Issuance method, You will issue Warrant Stock using the following formula:

X =	Y(A-B)
	A

Where:	X =	the number of shares of Warrant Stock to be issued to Us.
	Y =	the number of shares of Warrant Stock We request to be exercised under this Warrant Agreement.
	A =	the fair market value of one share of Warrant Stock.
	B =	the Exercise Price.

For purposes of the above calculation, current fair market value of Warrant Stock shall mean with respect to each share of Warrant Stock:

If the exercise is in connection with the initial public offering of Your Common Stock, and if Your registration statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” specified in the final prospectus of the offering prior to any underwriting discounts or commissions and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise;

If this Warrant Agreement is exercised after, and not in connection with Your initial public offering, and:

• if traded on a securities exchange, the fair market value per share shall be the product of (x) the average of the closing prices over a five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise; or

• if actively traded over-the-counter, the fair market value per share shall be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise.

If this Warrant Agreement is exercised prior to or after Your initial public offering, and:

• Your Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value per share of Warrant Stock shall be the product of (x) the fair market value of a share of Your Common Stock (the highest price per share which You could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from authorized but unissued shares), as determined in good faith by Your Board of Directors and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise, unless You shall become subject to a merger, acquisition or other consolidation pursuant to which You are not the surviving party, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of Your Warrant Stock on a common equivalent basis pursuant to such merger or acquisition or other consolidation.

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During the term of this Warrant Agreement, You will at all times from and after the Effective Date have authorized and reserved a sufficient number of shares of (a) Warrant Stock to provide for the exercise of our rights to purchase Warrant Stock, and (b) Common Stock to provide for the conversion of the Warrant Stock.

If We elect to exercise part of the Warrant Agreement, You will promptly issue to Us an amended Warrant Agreement stating the remaining number of shares that are available. All other terms and conditions of that amended Warrant Agreement shall be identical to those contained in this Warrant Agreement.

If at the end of the term of this Warrant Agreement, the fair market value of one share of Warrant Stock (or other security issuable upon the exercise hereof) as determined in accordance herewith is greater than the Exercise Price in effect on such date, then this Warrant Agreement shall automatically be deemed on and as of such date to be converted pursuant hereto as to all shares of Warrant Stock (or such other securities) for which it shall not previously have been exercised or converted, and You shall promptly deliver a certificate representing the shares of Warrant Stock (or such other securities) issued upon such conversion to Us.

4. WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE.

• If You are Acquired. Subject to Section 2, if at any time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your stock otherwise provided for in this Warrant Agreement); (ii) You merge or consolidate with or into another entity, whether or not You are the surviving entity; (iii) You sell or convey, or grant an exclusive license with respect to, all or substantially all of Your assets to any other person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor or surviving person resulting from such Merger Event, equal in value to that which would have been issuable if We had exercised Our rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to Our rights and interest after the Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Warrant Stock purchasable) shall be applicable to the greatest extent possible.

• If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

• If You Subdivide or Combine Your Shares. If at any time You combine or subdivide the Warrant Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination.

• If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of the Warrant Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of the Warrant Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of the Warrant Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

• If You Change the Antidilution Rights of the Warrant Stock or Issue New Preferred or Convertible Stock. All antidilution rights applicable to the Warrant Stock purchasable under this Warrant Agreement are as set forth in Your

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Certificate of Incorporation, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification of or waiver of any anti-dilution right of the Warrant Shares under Your Certificate of Incorporation. You will provide Us with notices of any issuance of Your stock to the extent You provide notice to holders of the Warrant Stock. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request.

5. WE CAN TRANSFER THIS PLAIN ENGLISH WARRANT AGREEMENT.

Subject to the terms and conditions contained in Section 7 and the receipt by You of any documents You may reasonably request with respect to a transfer, including without limitation a consent to be bound by the terms hereof, We (or any successor transferee) may transfer in whole or in part this Warrant Agreement and all its rights. You will record the transfer on Your books when You receive Our Notice of Transfer in the form attached hereto as Exhibit III, and Our payment of all transfer taxes and other governmental charges involved in such transfer. Notwithstanding the foregoing, We will not transfer to a competitor of You, as determined in good faith by Your board of directors, without Your prior written consent.

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM YOU.

• Reservation of Warrant Stock. The Warrant Stock issuable upon exercise of Our rights under this Warrant Agreement will be duly and validly reserved and when issued in accordance with the provisions of this Warrant Agreement will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Warrant Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws and pursuant to Your Investors’ Rights Agreement. Upon Our exercise, You will issue to Us certificates for shares of Warrant Stock without charging Us any tax, or other cost incurred by You in connection with such exercise and the related issuance of shares of Warrant Stock. You will not be required to pay any tax, which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than TriplePoint Capital LLC.

• Due Authority. Your execution and delivery of this Warrant Agreement and the performance of Your obligations hereunder, including the issuance to Us of the right to acquire the shares of Warrant Stock, have been duly authorized by all necessary corporate action on Your part and this Warrant Agreement is not inconsistent with Your Certificate of Incorporation or Bylaws, does not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which You are a party or by which You are bound, and this Warrant Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies.

• Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to execution, delivery and Your performance of Your obligations under this Warrant Agreement, except for the filing of any required notices pursuant to Federal and state securities laws, which filings will be effective by the times required thereby.

• Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date:

Your authorized capital consists of (A) 90,000,000 shares of Common Stock, of which [22,205,199] shares of Common Stock are issued and outstanding, and (B) 46,938,272 shares of preferred stock, of which 46,696,772 shares are issued and outstanding.

You have reserved 29,191,141 shares of Common Stock for issuance under Your Stock Incentive Plan, under which [16,726,073] options have been granted and are outstanding, and have outstanding a warrant to purchase 150,000 shares of

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Common Stock issued to Silicon Valley Bank dated as of May 14, 2013. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities.

Except as set forth in Your Investors’ Rights Agreement, a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

• Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and the Investors’ Rights Agreement, You are not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act any of Your presently outstanding securities or any of Your securities which may hereafter be issued.

• Exempt Transaction. Subject to the accuracy of Our representations in Section 7 hereof, the issuance of the Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

• Compliance with Rule 144. We may sell the Warrant Stock issuable hereunder in compliance with Rule 144 promulgated by the Securities and Exchange Commission. At any time after Your initial public offering and within ten (10) days of Our request, You agree to furnish Us, a written statement confirming Your compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule 144, as may be amended.

• No Impairment. You agree not to, by amendment of Your Certificate of Incorporation, by-laws or other organizational or charter documents or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by You, but shall at all times in good faith assist in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect Our rights under this Warrant against impairment. However, without limitation to Your obligations under any provision of this Warrant Agreement other than this “No Impairment” provision, You shall not be deemed to have impaired Our rights (i) by virtue of any amendment of Your Certificate of Incorporation, by-laws or other organizational or charter documents or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, or by virtue of any waiver thereunder or in relation thereto, in a manner that does not (individually or when considered in the context of any other actions being taken in connection with such amendments or waivers) affect Us in a manner different from the effect that such amendments, waivers or other actions have on the rights of other holders of the same series and class as the Warrant Stock; provided, however, that, notwithstanding the foregoing, You shall not impose any restrictions on the transferability or alienability of the Warrant Stock other than in effect as of the Effective Date without the express written consent of Us or (ii) by virtue of any Merger Event effectuated in compliance with Section 2, Section3 and Section 4 hereof, as applicable.

7. OUR REPRESENTATIONS AND COVENANTS TO YOU.

• Investment Purpose. The right to acquire Warrant Stock or the Warrant Stock issuable upon exercise of Our rights contained herein and the Common Stock issuable upon conversion will be acquired for investment purposes and not with a view to the sale or distribution of any part thereof, and We have no present intention of selling or engaging in any public distribution of the same in violation of the 1933 Act.

• Private Issue. We understand (i) that this Warrant Agreement, the Warrant Stock issuable upon exercise of this Warrant Agreement and the Common Stock issuable upon conversion of the Warrant Stock are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that Your reliance on such exemption is predicated on the representations set forth in this Section 7.

• Disposition of Our Rights. In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant Stock issuable upon exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock unless and until (i) We shall have notified You in writing of the proposed disposition, and (ii) the transferee

6

agrees to be bound in writing to the applicable terms and conditions of this Warrant Agreement, and (iii) if You request, We shall have furnished You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of Our rights to acquire Warrant Stock or Warrant Stock issuable on the exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to You at Our request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to You at Our request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the holder of a share of Warrant Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from You, without expense to such holder, one or more new certificates for the Warrant or for such shares of Warrant Stock not bearing any restrictive legend referring to 1933 Act registration or exemption.

• Financial Risk. We have such knowledge and experience in financial and business matters and knowledge of Your business affairs and financial condition as to be capable of evaluating the merits and risks of Our investment, and have the ability to bear the economic risks of Our investment.

• Risk of No Registration. We understand that if You do not register with the Securities and Exchange Commission pursuant to Section 12 of the 1934 Act (the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when We desire to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the Warrant Stock issuable upon exercise of the right to purchase, or (iii) the Common Stock issuable upon conversion of the Warrant Stock, We may be required to hold such securities for an indefinite period. We also understand that any sale of Our right to purchase Warrant Stock or Warrant Stock or Common Stock issuable upon conversion of the Warrant Stock, which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

• Accredited Investor. We are an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D of the 1933 Act, as presently in effect.

8. NOTICES YOU AGREE TO PROVIDE US.

You agree to give Us at least ten (10) days prior written notice of the following events:

• If You pay a Dividend or distribution declaration upon Your stock (other than repurchases of Your stock in connection with the termination of service of Your service providers pursuant to written agreements providing for the right of repurchase).

• If You offer for subscription pro-rata to the existing shareholders additional stock or other rights.

• If You consummate a Merger Event.

• If You have an initial public offering.

• If You dissolve or liquidate.

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All notices in this Section must set forth details of the event, subject to Your applicable confidentiality obligations, if any, how the event adjusts either Our number of shares or Our Exercise Price and the method used for such adjustment.

Timely Notice. Your failure to timely provide such notice required above shall entitle Us to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Us.

9. DOCUMENTS YOU WILL PROVIDE US.

Upon signing this Warrant Agreement You will provide Us with:

• Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require

• Secretary’s certificate of incumbency and authority

• Certified copy of resolutions of Your board of directors approving this Warrant Agreement

• Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date

• Current Investors’ Rights Agreement

So long as this Warrant Agreement is in effect, You shall provide Us with the following:

• Within ten (10) business days following the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request.

• Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request.

• After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quarters, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants.

• You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

10. REGISTRATION RIGHTS UNDER THE 1933 ACT.

The shares of Your common stock into which the Warrant Stock is convertible shall have registration rights as set forth in the Investors’ Rights Agreement, dated as of January 30, 2014 (as amended, the “Investors’ Rights Agreement”). The provisions set forth in Your Investors’ Rights Agreement relating to such registration rights in effect as of the date of this Warrant Agreement may not be amended, modified or waived without Our prior written consent unless such amendment, modification or waiver affects the rights associated with the shares of common stock into which the Warrant Stock is convertible in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class of stock as the Warrant Stock. We agree that the shares of Warrant Stock shall be subject to the market standoff provisions in Your Investors’ Rights Agreement.

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11. OTHER LEGAL PROVISIONS THE PARTIES WILL ABIDE BY.

Effective Date. This Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Parties on the date hereof. This Warrant Agreement shall be binding upon any of the successors or assigns of the Parties.

Attorney’s Fees. In any litigation, arbitration or court proceeding between the Parties relating to this Warrant Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.

Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California without giving effect to that body of law pertaining to conflicts of laws.

Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Warrant Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Warrant Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant Agreement. Service of process on any party hereto in any action arising out of or relating to this Warrant Agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

Mutual Waiver of Jury Trial; Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), The Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. This waiver extends to all such Claims, including Claims that involve persons other than You and Us; Claims that arise out of or are in any way connected to the relationship between You and Us; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Warrant Agreement.

Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Notices. Any notice required or permitted under this Warrant Agreement shall be given in writing and shall be deemed effectively given upon the earlier of (1) actual receipt or 3 days after mailing if mailed postage prepaid by regular or airmail to Us or You or (2) one day after it is sent by overnight mail via nationally recognized courier or (3) on the same day as sent via confirmed facsimile transmission, provided that the original is sent by personal delivery or mail by the sending party.

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Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where such party will not have an adequate remedy at law and where damages will not be readily ascertainable. Each party expressly acknowledges and agrees that there is no adequate remedy at law for any breach of this Warrant Agreement and that in the event of any breach of this Warrant Agreement, the injured party shall be entitled to specific performance of any or all provisions hereof or an injunction prohibiting the other party from continuing to commit any such breach of this Warrant Agreement.

Survival. The representations, warranties, covenants, and conditions of the Parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement.

Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

Entire Agreement. This Warrant Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and undertakings of the Parties, whether oral or written, with respect to such subject matter.

Amendments. Any provision of this Warrant Agreement may only be amended by a written instrument signed by the Parties.

Lost Warrants or Stock Certificates. You covenant to Us that, upon receipt of evidence reasonably satisfactory to Us of the loss, theft, destruction or mutilation of this Warrant Agreement or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to You, or in the case of any such mutilation upon surrender and cancellation of such Warrant Agreement or stock certificate, You will make and deliver a new Warrant Agreement or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant Agreement or stock certificate.

Rights as Stockholders. We shall not, as a party to this Warrant Agreement, be entitled to vote or receive dividends or be deemed the holder of the Warrant Stock or any of Your other securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon Us any of the rights of one of Your stockholders or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this Warrant Agreement is exercised and the shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

Facsimile Signatures. This Warrant Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

Confidentiality. We agree that the confidentiality obligations from the Loan Agreement are incorporated herein by reference and shall apply to any information disclosed under this Warrant Agreement. The confidentiality obligations set forth therein shall survive termination of the Loan Agreement, and continue with respect any information You have disclosed hereunder during such period as specified in the Loan Agreement.

(Signature Page to Follow)

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IN WITNESS WHEREOF, each of the Parties have caused this Warrant Agreement to be executed by its officers who are duly authorized as of the Effective Date.

You:	TINTRI, INC.
Signature:	/s/ Ken Klein
Print Name:	Ken Klein
Title:	Chief Executive Officer
Us:	TRIPLEPOINT CAPITAL LLC
Signature:	/s/ Sajal Srivastava
Print Name:	Sajal Srivastava
Title:	President

[SIGNATURE PAGE TO WARRANT AGREEMENT 0878-W-01]

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EXHIBIT I

NOTICE OF EXERCISE

To: [                    ]

1. We hereby elect to purchase [                    ] shares of the Series [                    ] Preferred Stock of [                    ], pursuant to the terms of the Plain English Warrant Agreement dated the [    ] day of [            ], [20    ] (the “Plain English Warrant Agreement”) between You and Us, We hereby tender here payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

2. Method of Exercise (Please initial the applicable blank)

a.                     The undersigned elects to exercise the Plain English Warrant Agreement by means of a cash payment, and gives You full payment for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

b.                     The undersigned elects to exercise the Plain English Warrant Agreement by means of the Net Issuance Exercise method of Section 3 of the Plain English Warrant Agreement.

3. In exercising Our rights to purchase the Series [                    ] Preferred Stock of [                    ], We hereby confirm and acknowledge the investment representations, warranties and covenants made in Section 7 of the Plain English Warrant Agreement.

Please issue a certificate or certificates representing these purchased shares of Series [                    ] Preferred Stock in Our name or in such other name as is specified below.

(Name)
(Address)
US:	TRIPLEPOINT CAPITAL LLC
By:
Title:
Date:

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EXHIBIT II

ACKNOWLEDGMENT OF EXERCISE

[                    ], hereby acknowledges receipt of the “Notice of Exercise” from TRIPLEPOINT CAPITAL LLC, to purchase [                    ] shares of the Series [                    ] Preferred Stock of [                    ], pursuant to the terms of the Plain English Warrant Agreement, and further acknowledges that [                    ] shares remain subject to purchase under the terms of the Plain English Warrant Agreement.

YOU:	TINTRI, INC.
	By:
	Title:
	Date:

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EXHIBIT III

TRANSFER NOTICE

FOR VALUE RECEIVED, the foregoing Plain English Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to

(Please Print)

Whose address is

Dated:

Holder’s Signature:

Holder’s Address:

Transferee’s Signature:

Transferee’s Address:

Signature Guaranteed:

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Plain English Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Plain English Warrant Agreement.

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EX-4.3

Exhibit 4.3

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

WARRANT TO PURCHASE COMMON STOCK

Company:	TINTRI, INC., a Delaware corporation
Number of Shares of Common Stock:		25,000 (“Initial Shares”) plus all Additional Shares Holder is entitled to purchase pursuant to Section 1.7.
Warrant Price:	$1.30 per share.
Issue Date:	May 14, 2013
Expiration Date:	May 14, 2023         See also Section 5.1(b).
Credit Facility:	This Warrant to Purchase Common Stock (“Warrant”) is issued in connection with that certain Loan and Security Agreement of even date herewith between Silicon Valley Bank and the Company (the “Loan Agreement”).

THIS WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated common stock (the “Common Stock”) of the above-named company (the “Company”) 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 tennis and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank shall transfer this Warrant to its parent company, SVB Financial Group.

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. In connection with and as a condition of any exercise of this Warrant, Holder shall, if requested by the Company, become a party to the Company’s Voting Agreement, as amended.

1.2 Cashless Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal to the

value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:

X = Y(A-B)/A

where:

X    =	the number of Shares to be issued to the Holder;
Y    =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);
A    =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
B    =	the Warrant Price.

1.3 Fair Market Value. If the Common Stock is then traded or quoted on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market (a “Trading Market”), the fair market value of a Share shall be the closing price or last sale price of a share of Common Stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the Company. If the Company’s Common Stock is not traded in a Trading Market, the Board of Directors of the Company shall determine the fair market value of a Share in its reasonable good faith judgment.

1.4 Delivery of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section 1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not so acquired.

1.5 Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for 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

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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 (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

(b) Treatment of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise will be deemed effective immediately prior to and contingent upon the consummation of such Acquisition or (ii) if Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Acquisition.

(c) The Company shall provide Holder with written notice of its request relating to the Cash/Public Acquisition (together with such reasonable information as Holder may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations and warranties in Section 4 of the Warrant as the date thereof.

(d) Upon the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

(e) As used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded in 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 or convert 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.

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1.7 Additional Shares. In addition to the right to purchase the Initial Shares granted to Holder on the Issue Date, on the Funding Date of each Growth Capital Advance under the Loan Agreement, the Company shall be deemed to have automatically granted to Holder, the right to purchase, at the Warrant Price, that number of additional Shares which can be purchased for an amount equal to 2.5% of the original principal amount of such Growth Capital Advance (the “Additional Shares”), provided, however, the maximum Additional Shares issued to Holder cannot exceed the aggregate of 125,000 shares. Capitalized terms used but not defined in this Section 1.7 shall have the meanings given to them in the Loan Agreement.

SECTION 2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.

2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Common Stock payable in 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 Common Stock 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 Common Stock 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 Common Stock 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 similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events.

2.3 Intentionally Omitted.

2.4 Intentionally Omitted.

2.5 No Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

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2.6 Notice/Certificate as to Adjustments. Upon each adjustment of the Warrant Price, Common Stock and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, class and number of Shares in effect upon the date of such adjustment.

SECTION 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.

3.1 Representations and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:

(a) The initial Warrant Price referenced on the first page of this Warrant is (i) not greater than the price per share at which shares of Company Common Stock or options to purchase shares of Common Stock were issued immediately prior to the Issue Date hereof and (ii) equal to the fair market value per share of Common Stock as determined by the most recently completed valuation of Common Stock for purposes of Section 409A of the Internal Revenue Code of 1986, as amended.

(b) 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 be reserved and kept available out of its authorized and unissued capital stock such number of securities as will be sufficient to permit the exercise in full of this Warrant.

(c) The Company’s capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the Issue Date.

3.2 Notice of Certain Events. If the Company proposes at any time to:

(a) declare any dividend or distribution upon the outstanding shares of the Company’s stock, whether in cash, property, stock, or other securities and whether or not a regular cash dividend;

(b) offer for subscription or sale pro rata to the holders of the outstanding shares any additional shares of any class or series of the Company’s stock (other than pursuant to contractual pre-emptive rights);

(c) effect any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the Common Stock;

(d) effect an Acquisition or to liquidate, dissolve or wind up; or

(e) effect an its initial, underwritten offering and sale of its securities to the public pursuant to an effective registration statement under the Act (the “IPO”);

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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 Common Stock 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 Common Stock will be entitled to exchange their shares for the securities or other property deliverable upon the occurrence of such event); and

(3) with respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its registration statement in connection therewith.

Reference is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.

SECTION 4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.

The Holder represents and warrants to the Company as follows:

4.1 Purchase for Own Account. This Warrant and the 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

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experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.

4.4 Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.

4.5 The Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions of Rule 144 promulgated under the Act.

4.6 Market Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 1.14 of the Company’s Amended and Restated Investor Rights Agreement, dated as of July 12, 2012, as may be amended.

4.7 No Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.

SECTION 5. MISCELLANEOUS.

5.1 Term and Automatic Conversion Upon Expiration.

(a) Term. Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.

(b) Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

5.2 Legends. The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted with a legend in substantially the following form:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF

7

ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE COMMON STOCK ISSUED BY THE ISSUER TO SILICON VALLEY BANK DATED MAY 14, 2013, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

5.3 Compliance with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including, without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the availability of Rule 144 promulgated under the Act.

5.4 Transfer Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group 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, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

5.5 Notices. All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective (i) when given personally, (ii) on the third (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

8

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:

SVB Financial Group

Attn: Treasury Department

3003 Tasman Drive, HC 215

Santa Clara, CA 95054

Telephone:

Facsimile:

Email address:

Notice to the Company shall be addressed as follows until Holder receives notice of a change in address:

Tintri, Inc.

Attn:

201 Ravendale Drive

Mountain View, California 94043

Telephone:

Email:

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.

9

5.11 Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Silicon Valley Bank is closed.

[Remainder of page left blank intentionally]

[Signature page follows]

10

IN WITNESS WHEREOF, the parties have caused this Warrant to Purchase Common Stock to be executed by their duly authorized representatives effective as of the Issue Date written above.

“COMPANY”
TINTRI, INC.
By:	/s/ Kieran Harty
Name:	Kieran Harty
	(Print)
Title:	CEO
“HOLDER”
SILICON VALLEY BANK
By:	/s/ Jennifer Zamudio
Name:	Jennifer Zamudio
	(Print)
Title:	VP

[Signature Page to Warrant to Purchase Common Stock]

APPENDIX 1

NOTICE OF EXERCISE

1. The undersigned Holder hereby exercises its right purchase                  shares of the Common Stock of                      (the “Company”) in accordance with the attached Warrant To Purchase Common 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 Common Stock as of the date hereof.

HOLDER:

By:

Name:

Title:

(Date):

SCHEDULE 1

Company Capitalization Table

[Intentionally Omitted]

EX-4.5

Exhibit 4.5

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (the “1933 ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO YOU THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

PLAIN ENGLISH WARRANT AGREEMENT

This is a PLAIN ENGLISH WARRANT AGREEMENT dated February 24, 2017 by and between TINTRI, INC., a Delaware corporation, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company.

The words “We”, “Us”, or “Our” refer to the warrant holder, which is TRIPLEPOINT CAPITAL LLC. The words “You” or “Your” refers to the issuer, which is TINTRI, INC., and not to any individual. The words “the Parties” refers to both TRIPLEPOINT CAPITAL LLC and TINTRI, INC. This Plain English Warrant Agreement may be referred to as the “Warrant Agreement”.

The Parties, and Tintri International, Inc. have entered into a Plain English Growth Capital Loan and Security Agreement dated as of February 6, 2015, as amended, the “Loan Agreement”.

In consideration of such Loan Agreement, the Parties agree to the following mutual agreements and conditions set forth below:

WARRANT INFORMATION
Effective Date	Warrant Number	Loan Facility Number
February 24, 2017	0878-W-02	Part 2: 0878-GC-02 Part 3: 0878-GC-03

Warrant Coverage	Number of Shares	Price Per Share	Type of Stock
Part 2: $750,000 (5% of $15,000,000) on the Effective Date	Part 2: 102,180, on the Effective Date, subject to further adjustment as set forth in this Warrant Agreement	$7.34, subject to further adjustment as set forth in this Warrant Agreement	Series F Preferred Stock, subject to further adjustment as set forth in this Warrant Agreement
Part 3: $500,000 (5% of $10,000,000) on the date in which the Part 3 Commitment Amount is made available	Part 3: 68,120, on the date in which the Part 3 Commitment Amount is made available, subject to further adjustment as set forth in this Warrant Agreement

OUR CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Road, Ste. 150 Menlo Park, CA 94025 Tel: (650) 854-2090 Fax: (650) 854-1850	Sajal Srivastava, President Tel: (650) 233-2102 Fax: (650) 854-1850 email: legal@triplepointcapital.com
YOUR CONTACT INFORMATION
Customer Name	Address For Notices	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: 650-810-8200 Fax: N/A email: ihalifax@tintri.com

Tintri_Warrant (Loan) 0878-W-02 1

1. WHAT YOU AGREE TO GRANT US

Part 2: You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per share equal to the Exercise Price, that number of fully paid and non-assessable shares of Your Warrant Stock equal to Seven Hundred Fifty Thousand and No/100 Dollars ($750,000), divided by the Exercise Price.

Part 3: In addition, immediately upon the availability of the Part 3 Commitment Amount, You grant to Us and We are entitled, upon the terms and subject to the conditions set forth in this Warrant Agreement, to purchase from You, at a price per share equal to the Exercise Price, that number of fully paid and non-assessable shares of Your Warrant Stock equal to Five Hundred Thousand and No/100 Dollars ($500,000), divided by the Exercise Price.

The number of shares of Warrant Stock and the Exercise Price of such Warrant Stock are subject to adjustment as provided in Section 4 hereof.

For purposes of this Warrant Agreement, the following capitalized terms have the meanings given below:

“Exercise Price” means the lower of (a) $7.34 and (b) the lowest per share price for which Your preferred stock is sold in the Next Round.

“Next Round” means (i) the next bona fide round of equity financing in which You issue and sell shares of your preferred stock for aggregate gross cash proceeds of at least $5,000,000 (excluding any amounts received upon conversion or cancellation of indebtedness), (ii) Your initial public offering or (iii) the consummation of a Merger Event in which You are not the surviving entity, whichever is to occur first, subsequent to the Effective Date.

“Warrant Stock” means (a) the class and series of Your preferred stock issued in the Next Round, if the lowest per share price for which such preferred stock is sold in the Next Round is less than $7.34, or (b) in all other cases, Your Series F Preferred Stock or, after the conversion of all of the outstanding shares of Your Series F Preferred Stock into Common Stock, either automatically in connection with Your initial public offering or by vote of the requisite holders thereof, Common Stock. For avoidance of doubt, if this Warrant Agreement is exercised prior to the Next Round then this Warrant Agreement shall be exercisable for Your Series F Preferred Stock.

The Parties agree that this Warrant Agreement to purchase the Warrant Stock has a fair market value equal to $100 and that $100 of the issue price of the investment will be allocable to the Warrant Agreement and the balance shall be allocable to the Loan Agreement for income tax purposes and the original issue discount on the Loan Agreement shall be considered to be zero.

2. WHEN ARE WE ENTITLED TO PURCHASE YOUR WARRANT STOCK.

The term of this Warrant Agreement and Our right to purchase Warrant Stock will begin on the Effective Date, and shall be available until the later of (i) 7 years from the Effective Date or (ii) 5 years from the effective date of Your initial public offering.

Notwithstanding the foregoing, Our right to purchase the Warrant Stock shall be automatically and fully exercised via the net issuance method described below (without surrender of the Warrant Agreement) upon the occurrence of a Merger Event, as defined below, with a Person that is not one of Your affiliates, in which Your common stock is exchanged for cash and/or stock that is traded on a recognized public exchange or on the NASDAQ National Market, provided that, upon consummation of the Merger Event, the consideration payable to Us pursuant to such exercise and on account of the Warrant Stock consists of (i) cash or (ii) stock that is traded on a recognized public exchange or on the NASDAQ National Market and the total per share consideration is equal to or greater than two (2) times the aggregate Exercise Price (as adjusted). No less than ten (10) business days prior to any Merger Event, You shall provide Us with written notice of the proposed Merger Event together with a copy of the executed merger agreement, or other definitive documentation (and all schedules and exhibits thereto) and information concerning Your expected capitalization immediately prior to the Merger Event. Upon consummation of the Merger Event, You shall promptly provide Us with (a) a copy of any modifications or amendments to the executed merger agreement, (b) any other documents in connection therewith, (c) updated information, if any, concerning Your capitalization immediately prior to the Merger Event, and, (d) upon request, by Us any other information reasonably necessary to an informed evaluation of Our rights under this Agreement.

Tintri_Warrant (Loan) 0878-W-02 2

3. HOW WE MAY PURCHASE YOUR WARRANT STOCK.

We may exercise Our purchase rights, in whole or in part, at any time, or from time to time, prior to the expiration of the term of this Warrant Agreement, by giving You a completed and executed Notice of Exercise in the form attached as Exhibit I. Promptly upon receipt of the Notice of Exercise and in any event no later than twenty-one (21) days after you have received Our Notice of Exercise and payment of the aggregate Exercise Price for the shares purchased, You will issue to Us a certificate for the number of shares of Warrant Stock that We have purchased and You will execute the Acknowledgment of Exercise in the form attached hereto as Exhibit II indicating the number of shares which will be available to Us for future purchases, if any.

We may pay for the Warrant Stock by either (i) cash or check, or (ii) by the net issuance method as determined below. If We elect the Net Issuance method, You will issue Warrant Stock using the following formula:

	X	=	Y(A-B)
			A
Where:	X	=	the number of shares of Warrant Stock to be issued to Us.
	Y	=	the number of shares of Warrant Stock We request to be exercised under this Warrant Agreement.
	A	=	the fair market value of one share of Warrant Stock.
	B	=	the Exercise Price.

For purposes of the above calculation, current fair market value of Warrant Stock shall mean with respect to each share of Warrant Stock:

If the exercise is in connection with the initial public offering of Your Common Stock, and if Your registration statement relating to such public offering has been declared effective by the SEC, then the fair market value per share shall be the product of (x) the initial “Price to Public” specified in the final prospectus of the offering prior to any underwriting discounts or commissions and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise;

If this Warrant Agreement is exercised after, and not in connection with Your initial public offering, and:

• if traded on a securities exchange, the fair market value per share shall be the product of (x) the average of the closing prices over a five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise; or

• if actively traded over-the-counter, the fair market value per share shall be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three (3) days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise.

If this Warrant Agreement is exercised prior to or after Your initial public offering, and:

• Your Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value per share of Warrant Stock shall be the product of (x) the fair market value of a share of Your Common Stock (the highest price per share which You could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold, from authorized but unissued shares), as determined in good faith by Your Board of Directors and (y) the number of shares of Common Stock into which each share of Warrant Stock is convertible or has been converted at the time of such exercise, unless You shall become subject to a merger, acquisition or other consolidation pursuant to which You are not the surviving party, in which case the fair market value of Warrant Stock shall be deemed to be the value received by the holders of Your Warrant Stock on a common equivalent basis pursuant to such merger or acquisition or other consolidation.

Tintri_Warrant (Loan) 0878-W-02 3

During the term of this Warrant Agreement, You will at all times from and after the Effective Date have authorized and reserved a sufficient number of shares of (a) Warrant Stock to provide for the exercise of our rights to purchase Warrant Stock, and (b) Common Stock to provide for the conversion of the Warrant Stock.

If We elect to exercise part of the Warrant Agreement, You will promptly issue to Us an amended Warrant Agreement stating the remaining number of shares that are available. All other terms and conditions of that amended Warrant Agreement shall be identical to those contained in this Warrant Agreement.

If at the end of the term of this Warrant Agreement, the fair market value of one share of Warrant Stock (or other security issuable upon the exercise hereof) as determined in accordance herewith is greater than the Exercise Price in effect on such date, then this Warrant Agreement shall automatically be deemed on and as of such date to be converted pursuant hereto as to all shares of Warrant Stock (or such other securities) for which it shall not previously have been exercised or converted, and You shall promptly deliver a certificate representing the shares of Warrant Stock (or such other securities) issued upon such conversion to Us.

4. WHEN WILL THE NUMBER OF SHARES AND EXERCISE PRICE CHANGE.

• If You are Acquired. Subject to Section 2, if at any time: (i) there is a reorganization of Your stock (other than a reclassification, exchange or subdivision of Your stock otherwise provided for in this Warrant Agreement); (ii) You merge or consolidate with or into another entity, whether or not You are the surviving entity; (iii) You sell or convey, or grant an exclusive license with respect to, all or substantially all of Your assets to any other person; or (iv) there occurs any transaction or series of related transactions that result in the transfer of fifty percent (50%) or more of the outstanding voting power of the capital stock of You (each of the foregoing events are referred to as a “Merger Event”), then, as a part of such Merger Event, lawful provision shall be made so that We shall thereafter be entitled to receive, upon exercise of Our rights under this Warrant Agreement, the number of shares of preferred stock or other securities of the successor or surviving person resulting from such Merger Event, equal in value to that which would have been issuable if We had exercised Our rights under this Warrant Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by Your Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to Our rights and interest after the Merger Event so that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Warrant Stock purchasable) shall be applicable to the greatest extent possible.

• If You Reclassify Your Stock. If at any time You combine, reclassify, exchange or subdivide Your securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement will thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

• If You Subdivide or Combine Your Shares. If at any time You combine or subdivide the Warrant Stock, the Exercise Price will be proportionately decreased in the case of a subdivision, or proportionately increased in the case of a combination.

• If You Pay Stock Dividends. If at any time You pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the above paragraphs) of the Warrant Stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of the Warrant Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of the Warrant Stock outstanding immediately after such dividend or distribution. We will thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Warrant Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

• If You Change the Antidilution Rights of the Warrant Stock or Issue New Preferred or Convertible Stock. All antidilution rights applicable to the Warrant Stock purchasable under this Warrant Agreement are as set forth in Your

Tintri_Warrant (Loan) 0878-W-02 4

Certificate of Incorporation, as amended through the Effective Date. You will promptly provide Us with any restatement, amendment, modification of or waiver of any anti-dilution right of the Warrant Shares under Your Certificate of Incorporation. You will provide Us with notices of any issuance of Your stock to the extent You provide notice to holders of the Warrant Stock. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request.

5. WE CAN TRANSFER THIS PLAIN ENGLISH WARRANT AGREEMENT.

Subject to the terms and conditions contained in Section 7 and the receipt by You of any documents You may reasonably request with respect to a transfer, including without limitation a consent to be bound by the terms hereof, We (or any successor transferee) may transfer in whole or in part this Warrant Agreement and all its rights. You will record the transfer on Your books when You receive Our Notice of Transfer in the form attached hereto as Exhibit III, and Our payment of all transfer taxes and other governmental charges involved in such transfer. Notwithstanding the foregoing, We will not transfer to a competitor of You, as determined in good faith by Your board of directors, without Your prior written consent.

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS FROM YOU.

• Reservation of Warrant Stock. The Warrant Stock issuable upon exercise of Our rights under this Warrant Agreement will be duly and validly reserved and when issued in accordance with the provisions of this Warrant Agreement will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Warrant Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws and pursuant to Your Investors’ Rights Agreement. Upon Our exercise, You will issue to Us certificates for shares of Warrant Stock without charging Us any tax, or other cost incurred by You in connection with such exercise and the related issuance of shares of Warrant Stock. You will not be required to pay any tax, which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than TriplePoint Capital LLC.

• Due Authority. Your execution and delivery of this Warrant Agreement and the performance of Your obligations hereunder, including the issuance to Us of the right to acquire the shares of Warrant Stock, have been duly authorized by all necessary corporate action on Your part and this Warrant Agreement is not inconsistent with Your Certificate of Incorporation or Bylaws, does not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which You are a party or by which You are bound, and this Warrant Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and the rules of law or principles at equity governing specific performance, injunctive relief and other equitable remedies.

• Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to execution, delivery and Your performance of Your obligations under this Warrant Agreement, except for the filing of any required notices pursuant to Federal and state securities laws, which filings will be effective by the times required thereby.

• Issued Securities. All of Your issued and outstanding shares of Common Stock, Warrant Stock or any other securities have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock and Warrant Stock were issued in full compliance with all Federal and state securities laws. In addition as of the Effective Date:

Your authorized capital consists of (A) 128,000,000 shares of Common Stock, of which 25,668,242shares of Common Stock are issued and outstanding, and (B) 64,077,737 shares of preferred stock, of which 63,665,937 shares are issued and outstanding.

You have reserved 46,128,470 shares of Common Stock for issuance under Your Stock Incentive Plan, under which 25,053,049 options have been granted and are outstanding, and have outstanding warrants to purchase 150,000 shares of

Tintri_Warrant (Loan) 0878-W-02 5

Common Stock issued to Silicon Valley Bank dated as of May 14, 2013 and 241,500 shares of Series E Preferred Stock issued to Us dated as of February 6, 2015. Except as otherwise provided in this Warrant Agreement and as noted above, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of Your capital stock or other of Your securities.

Except as set forth in Your Investors’ Rights Agreement, a true, correct and complete copy of which has been delivered to Us prior to the issuance of this Warrant, Your stockholders do not have preemptive rights to purchase new issuances of Your capital stock.

• Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and the Investors’ Rights Agreement, You are not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act any of Your presently outstanding securities or any of Your securities which may hereafter be issued.

• Exempt Transaction. Subject to the accuracy of Our representations in Section 7 hereof, the issuance of the Warrant Stock upon exercise of this Warrant Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

• Compliance with Rule 144. We may sell the Warrant Stock issuable hereunder in compliance with Rule 144 promulgated by the Securities and Exchange Commission. At any time after Your initial public offering and within ten (10) days of Our request, You agree to furnish Us, a written statement confirming Your compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule 144, as may be amended.

• No Impairment. You agree not to, by amendment of Your Certificate of Incorporation, by-laws or other organizational or charter documents or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by You, but shall at all times in good faith assist in carrying out of all the provisions of this Warrant and in taking all such action as may be necessary or appropriate to protect Our rights under this Warrant against impairment. However, without limitation to Your obligations under any provision of this Warrant Agreement other than this “No Impairment” provision, You shall not be deemed to have impaired Our rights (i) by virtue of any amendment of Your Certificate of Incorporation, by-laws or other organizational or charter documents or through a reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, or by virtue of any waiver thereunder or in relation thereto, in a manner that does not (individually or when considered in the context of any other actions being taken in connection with such amendments or waivers) affect Us in a manner different from the effect that such amendments, waivers or other actions have on the rights of other holders of the same series and class as the Warrant Stock; provided, however, that, notwithstanding the foregoing, You shall not impose any restrictions on the transferability or alienability of the Warrant Stock other than in effect as of the Effective Date without the express written consent of Us or (ii) by virtue of any Merger Event effectuated in compliance with Section 2, Section3 and Section 4 hereof, as applicable.

7. OUR REPRESENTATIONS AND COVENANTS TO YOU.

• Investment Purpose. The right to acquire Warrant Stock or the Warrant Stock issuable upon exercise of Our rights contained herein and the Common Stock issuable upon conversion will be acquired for investment purposes and not with a view to the sale or distribution of any part thereof, and We have no present intention of selling or engaging in any public distribution of the same in violation of the 1933 Act.

• Private Issue. We understand (i) that this Warrant Agreement, the Warrant Stock issuable upon exercise of this Warrant Agreement and the Common Stock issuable upon conversion of the Warrant Stock are not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that Your reliance on such exemption is predicated on the representations set forth in this Section 7.

• Disposition of Our Rights. In no event will We make a disposition of any of Our rights to acquire Warrant Stock or Warrant Stock issuable upon exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock unless and until (i) We shall have notified You in writing of the proposed disposition, and (ii) the transferee

Tintri_Warrant (Loan) 0878-W-02 6

agrees to be bound in writing to the applicable terms and conditions of this Warrant Agreement, and (iii) if You request, We shall have furnished You with an opinion of counsel satisfactory to You and Your counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of Our rights to acquire Warrant Stock or Warrant Stock issuable on the exercise of such rights or the Common Stock issuable upon conversion of the Warrant Stock do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Warrant Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to You at Our request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to You at Our request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the holder of a share of Warrant Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from You, without expense to such holder, one or more new certificates for the Warrant or for such shares of Warrant Stock not bearing any restrictive legend referring to 1933 Act registration or exemption.

• Financial Risk. We have such knowledge and experience in financial and business matters and knowledge of Your business affairs and financial condition as to be capable of evaluating the merits and risks of Our investment, and have the ability to bear the economic risks of Our investment.

• Risk of No Registration. We understand that if You do not register with the Securities and Exchange Commission pursuant to Section 12 of the 1934 Act (the “1934 Act”), or file reports pursuant to Section 15(d), of the 1934 Act, or if a registration statement covering the securities under the 1933 Act is not in effect when We desire to sell (i) the rights to purchase Warrant Stock pursuant to this Warrant Agreement, or (ii) the Warrant Stock issuable upon exercise of the right to purchase, or (iii) the Common Stock issuable upon conversion of the Warrant Stock, We may be required to hold such securities for an indefinite period. We also understand that any sale of Our right to purchase Warrant Stock or Warrant Stock or Common Stock issuable upon conversion of the Warrant Stock, which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

• Accredited Investor. We are an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D of the 1933 Act, as presently in effect.

8. NOTICES YOU AGREE TO PROVIDE US.

You agree to give Us at least ten (10) days prior written notice of the following events:

• If You pay a Dividend or distribution declaration upon Your stock (other than repurchases of Your stock in connection with the termination of service of Your service providers pursuant to written agreements providing for the right of repurchase).

• If You offer for subscription pro-rata to the existing shareholders additional stock or other rights.

• If You consummate a Merger Event.

• If You have an initial public offering.

• If You dissolve or liquidate.

Tintri_Warrant (Loan) 0878-W-02 7

All notices in this Section must set forth details of the event, subject to Your applicable confidentiality obligations, if any, how the event adjusts either Our number of shares or Our Exercise Price and the method used for such adjustment.

Timely Notice. Your failure to timely provide such notice required above shall entitle Us to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Us.

9. DOCUMENTS YOU WILL PROVIDE US.

Upon signing this Warrant Agreement You will provide Us with:

• Executed originals of this Warrant Agreement, and all other documents and instruments that We may reasonably require

• Secretary’s certificate of incumbency and authority

• Certified copy of resolutions of Your board of directors approving this Warrant Agreement

• Certified copy of Certificate of Incorporation and by-laws as amended through the Effective Date

• Current Investors’ Rights Agreement

So long as this Warrant Agreement is in effect, You shall provide Us with the following:

• Within ten (10) business days following the closing of any equity financing, or extension of an existing round of equity financing, occurring after the Effective Date, in which You issue preferred stock or other securities You will provide Us with copies of the fully executed equity financing documents, including without limitation the related stock purchase agreement, investors rights agreement, voting agreement, amended or restated certificates of incorporation, current capitalization table and other related documents. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request.

• Within thirty (30) days after completion You shall provide Us with any 409A Valuation Reports or other similar reports prepared for You. Notwithstanding the foregoing, Your failure to comply with the provisions in this paragraph shall not be deemed to be a breach, provided You have provided such information to Us within ten (10) business days of Our written request.

• After all obligations under the Loan Agreement have been finally paid in full, within forty five (45) days after the end of each of the first three fiscal quarters, You will provide Us with (1) an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP accompanied by a report detailing any material contingencies, and (2) within one hundred eighty (180) days of the end of each fiscal year end, You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants.

• You shall submit to Us any other documents and other information that We may reasonably request from time to time and are necessary to implement the provisions and purposes of this Warrant Agreement.

10. REGISTRATION RIGHTS UNDER THE 1933 ACT.

The shares of Your common stock into which the Warrant Stock is convertible shall have registration rights as set forth in the Investors’ Rights Agreement, dated as of July 24, 2015 (as amended, the “Investors’ Rights Agreement”). The provisions set forth in Your Investors’ Rights Agreement relating to such registration rights in effect as of the date of this Warrant Agreement may not be amended, modified or waived without Our prior written consent unless such amendment, modification or waiver affects the rights associated with the shares of common stock into which the Warrant Stock is convertible in the same manner as such amendment, modification, or waiver affects the rights associated with all other shares of the same series and class of stock as the Warrant Stock. We agree that the shares of Warrant Stock shall be subject to the market standoff provisions in Your Investors’ Rights Agreement.

Tintri_Warrant (Loan) 0878-W-02 8

11. OTHER LEGAL PROVISIONS THE PARTIES WILL ABIDE BY.

Effective Date. This Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Parties on the date hereof. This Warrant Agreement shall be binding upon any of the successors or assigns of the Parties.

Attorney’s Fees. In any litigation, arbitration or court proceeding between the Parties relating to this Warrant Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.

Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California without giving effect to that body of law pertaining to conflicts of laws.

Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Warrant Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Warrant Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Warrant Agreement. Service of process on any party hereto in any action arising out of or relating to this Warrant Agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

Mutual Waiver of Jury Trial; Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), The Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. This waiver extends to all such Claims, including Claims that involve persons other than You and Us; Claims that arise out of or are in any way connected to the relationship between You and Us; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Warrant Agreement.

Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Notices. Any notice required or permitted under this Warrant Agreement shall be given in writing and shall be deemed effectively given upon the earlier of (1) actual receipt or 3 days after mailing if mailed postage prepaid by regular or airmail to Us or You or (2) one day after it is sent by overnight mail via nationally recognized courier or (3) on the same day as sent via confirmed facsimile transmission, provided that the original is sent by personal delivery or mail by the sending party.

Tintri_Warrant (Loan) 0878-W-02 9

Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where such party will not have an adequate remedy at law and where damages will not be readily ascertainable. Each party expressly acknowledges and agrees that there is no adequate remedy at law for any breach of this Warrant Agreement and that in the event of any breach of this Warrant Agreement, the injured party shall be entitled to specific performance of any or all provisions hereof or an injunction prohibiting the other party from continuing to commit any such breach of this Warrant Agreement.

Survival. The representations, warranties, covenants, and conditions of the Parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement.

Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

Entire Agreement. This Warrant Agreement constitutes the entire agreement between the Parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations and undertakings of the Parties, whether oral or written, with respect to such subject matter.

Amendments. Any provision of this Warrant Agreement may only be amended by a written instrument signed by the Parties.

Lost Warrants or Stock Certificates. You covenant to Us that, upon receipt of evidence reasonably satisfactory to Us of the loss, theft, destruction or mutilation of this Warrant Agreement or any stock certificate and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to You, or in the case of any such mutilation upon surrender and cancellation of such Warrant Agreement or stock certificate, You will make and deliver a new Warrant Agreement or stock certificate, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant Agreement or stock certificate.

Rights as Stockholders. We shall not, as a party to this Warrant Agreement, be entitled to vote or receive dividends or be deemed the holder of the Warrant Stock or any of Your other securities which may at any time be issuable upon the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon Us any of the rights of one of Your stockholders or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to receive dividends or subscription rights or otherwise until this Warrant Agreement is exercised and the shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

Facsimile Signatures. This Warrant Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

Confidentiality. We agree that the confidentiality obligations from the Loan Agreement are incorporated herein by reference and shall apply to any information disclosed under this Warrant Agreement. The confidentiality obligations set forth therein shall survive termination of the Loan Agreement, and continue with respect any information You have disclosed hereunder during such period as specified in the Loan Agreement.

(Signature Page to Follow)

Tintri_Warrant (Loan) 0878-W-02 10

IN WITNESS WHEREOF, each of the Parties have caused this Warrant Agreement to be executed by its officers who are duly authorized as of the Effective Date.

You:	TINTRI, INC.
Signature:	/s/ Ian Halifax
Print Name:	Ian Halifax
Title:	CFO
Us:	TRIPLEPOINT CAPITAL LLC
Signature:	/s/ Sajal Srivastava
Print Name:	Sajal Srivastava
Title:	President

[SIGNATURE PAGE TO WARRANT AGREEMENT 0878-W-02]

Tintri_Warrant (Loan) 0878-W-02 11

EXHIBIT I

NOTICE OF EXERCISE

To: [                                         ]

1. We hereby elect to purchase [                ] shares of the Series [        ] Preferred Stock of [                ], pursuant to the terms of the Plain English Warrant Agreement dated the [    ] day of [        ], [20    ] (the “Plain English Warrant Agreement”) between You and Us, We hereby tender here payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

2. Method of Exercise (Please initial the applicable blank)

a.                     The undersigned elects to exercise the Plain English Warrant Agreement by means of a cash payment, and gives You full payment for the purchase price of the shares being purchased, together with all applicable transfer taxes, if any.

b.                     The undersigned elects to exercise the Plain English Warrant Agreement by means of the Net Issuance Exercise method of Section 3 of the Plain English Warrant Agreement.

3. In exercising Our rights to purchase the Series [                    ] Preferred Stock of [                    ], We hereby confirm and acknowledge the investment representations, warranties and covenants made in Section 7 of the Plain English Warrant Agreement.

Please issue a certificate or certificates representing these purchased shares of Series [                    ] Preferred Stock in Our name or in such other name as is specified below.

(Name)
(Address)
US:	TRIPLEPOINT CAPITAL LLC
By:
Title:
Date:

Tintri_Warrant (Loan) 0878-W-02 12

EXHIBIT II

ACKNOWLEDGMENT OF EXERCISE

[                    ], hereby acknowledges receipt of the “Notice of Exercise” from TRIPLEPOINT CAPITAL LLC, to purchase [                ] shares of the Series [        ] Preferred Stock of [                ], pursuant to the terms of the Plain English Warrant Agreement, and further acknowledges that [                    ] shares remain subject to purchase under the terms of the Plain English Warrant Agreement.

YOU:	TINTRI, INC.
	By:
	Title:
	Date:

Tintri_Warrant (Loan) 0878-W-02 13

EXHIBIT III

TRANSFER NOTICE

FOR VALUE RECEIVED, the foregoing Plain English Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to

(Please Print)

Whose address is                                                                                                                                                                                                

Dated:

Holder’s Signature:

Holder’s Address:

Transferee’s Signature:

Transferee’s Address:

Signature Guaranteed:

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Plain English Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Plain English Warrant Agreement.

Tintri_Warrant (Loan) 0878-W-02 14

EX-4.6

Exhibit 4.6

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

WARRANT TO PURCHASE SHARES COMMON STOCK

of

TINTRÍ, INC.

Dated as of [insert date]

Void after the date specified in Section 8

No. [        ] Warrant to Purchase [                ] Shares of Common Stock (subject to adjustment)

THIS CERTIFIES THAT, for value received, [insert name of warrant holder], or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Tintrí, Inc., a Delaware corporation (the “Company”), shares of the Company’s Common Stock, $0.00005 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

The following is a statement of the rights of the Holder and the conditions to which this Warrant is subject, and to which Holder, by acceptance of this Warrant, agrees:

1. Number and Price of Shares; Exercise Period.

(a) Number of Shares. Subject to any previous exercise of the Warrant, the Holder shall have the right to purchase up to [            ] Shares, as may be adjusted pursuant hereto prior to (or in connection with) the expiration of this Warrant as provided in Section 8.

(b) Exercise Price. The exercise price per Share shall be equal to $[            ]¹, subject to adjustment pursuant hereto (the “Exercise Price”).

¹  NTD: To be equal to 1.2x new 409A price.

(c) Exercise Period. This Warrant shall become exercisable, in whole or in part, upon closing of the Company’s sale of its Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), (the “Initial Public Offering”), and prior to (or in connection with) the expiration of this Warrant as set forth in Section 8.

2. Exercise of the Warrant.

(a) Exercise. The purchase rights represented by this Warrant may be exercised at the election of the Holder, in whole or in part, in accordance with Section 1, by:

(i) the tender to the Company at its principal office (or such other office or agency as the Company may designate) of a notice of exercise in the form of Exhibit A (the “Notice of Exercise”), duly completed and executed by or on behalf of the Holder, together with the surrender of this Warrant; and

(ii) the payment to the Company of an amount equal to (x) the Exercise Price multiplied by (y) the number of Shares being purchased, by (a) wire transfer or certified, cashier’s or other check acceptable to the Company and payable to the order of the Company.

(b) Net Issue Exercise. In lieu of exercising this Warrant pursuant to Section 2(a), if the fair market value of one Share is greater than the Exercise Price (at the date of calculation as set forth below), the Holder may elect to receive a number of Shares equal to the value of this Warrant (or of any portion of this Warrant being canceled) by surrender of this Warrant at the principal office of the Company (or such other office or agency as the Company may designate) together with a properly completed and executed Notice of Exercise reflecting such election, in which event the Company shall issue to the Holder that number of Shares 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 purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)
A	=	The fair market value of one Share (at the date of such calculation)
B	=	The Exercise Price (as adjusted to the date of such calculation)

For purposes of the calculation above, the fair market value of one Share shall be determined by the Board of Directors of the Company, acting in good faith; provided, however, that:

(i) where a public market exists for the Company’s common stock at the time of such exercise, the fair market value per Share shall be the average of the closing bid and asked prices of the common stock or the closing price quoted on the national securities exchange on which the common stock is listed as published in the Wall Street Journal, as applicable, for the ten (10) trading day period ending three (3) trading days prior to the date of determination of fair market value; and

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(ii) if the Warrant is exercised in connection with the Company’s initial public offering of common stock, the fair market value per Share shall be the per share offering price to the public of the Company’s initial public offering.

(c) Stock Certificates. The rights under this Warrant shall be deemed to have been exercised and the Shares issuable upon such exercise shall be deemed to have been issued immediately prior to the close of business on the date this Warrant is exercised in accordance with its terms, and the person entitled to receive the Shares issuable upon such exercise shall be treated for all purposes as the holder of record of such Shares as of the close of business on such date. In the event that the rights under this Warrant are exercised in part and have not expired, the Company shall execute and deliver a new Warrant reflecting the number of Shares that remain subject to this Warrant.

(d) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the rights under this Warrant. In lieu of such fractional share to which the Holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction.

(e) Reservation of Stock. The Company agrees during the term the rights under this Warrant are exercisable to take all reasonable action to reserve and keep available from its authorized and unissued shares of common stock for the purpose of effecting the exercise of this Warrant such number of shares as shall from time to time be sufficient to effect the exercise of the rights under this Warrant; and if at any time the number of authorized but unissued shares of common stock shall not be sufficient for purposes of the exercise of this Warrant in accordance with its terms, without limitation of such other remedies as may be available to the Holder, the Company will use its best efforts to take such corporate action as may, in the opinion of counsel, be necessary to increase its authorized and unissued shares of its common stock to a number of shares as shall be sufficient for such purposes. The Company represents and warrants that all shares that may be issued upon the exercise of this Warrant will, when issued in accordance with the terms hereof, be validly issued, fully paid and nonassessable.

3. Replacement of the Warrant. Subject to the 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 and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at the expense of the Holder shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

4. Transfer of the Warrant.

(a) Warrant Register. The Company shall maintain a register (the “Warrant Register”) containing the name and address of the Holder or Holders. Until this Warrant is transferred on the Warrant Register in accordance herewith, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary. Any Holder of this Warrant (or of any portion of this Warrant) may change its address as shown on the Warrant Register by written notice to the Company requesting a change.

(b) Warrant Agent. The Company may appoint an agent for the purpose of maintaining the Warrant Register referred to in Section 4(a), issuing the Shares or other securities then issuable upon the exercise of the rights under this Warrant, exchanging this Warrant, replacing this Warrant or conducting related activities.

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(c) Transferability of the Warrant. Subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, including without limitation compliance with the restrictions on transfer set forth in Section 5, title to this Warrant may be transferred by endorsement (by the transferor and the transferee executing the assignment form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

(d) Exchange of the Warrant upon a Transfer. On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

(e) Minimum Transfer. This Warrant may not be transferred in part unless such transfer is to (i) an investment fund under common management with the original Holder of this Warrant or (ii) any other transferee who, pursuant to such transfer, receives the right to purchase a number of Shares at least equal to twenty percent (20%) of the number of Shares subject to this Warrant on the date of issuance (as adjusted from time to time in accordance with Section 6).

(f) Taxes. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate, or a book entry, in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate, or make such book entry, unless and until the person or persons requesting the issue or entry thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.

5. Restrictions on Transfer of the Warrant and Shares; Compliance with Securities Laws. By acceptance of this Warrant, the Holder agrees to comply with the following:

(a) Restrictions on Transfers. Any transfer of this Warrant or the Shares (the “Securities”) must be in compliance with all applicable federal and state securities laws. The Holder agrees not to make any sale, assignment, transfer, pledge or other disposition of all or any portion of the 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 Securities subject to, and to be bound by, the terms and conditions set forth in this Warrant to the same extent as if the transferee were the original Holder hereunder, and

(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or

(ii) (A) such Holder shall have given prior written notice to the Company of such 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, (B) the transferee shall have

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confirmed to the satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Securities are being acquired (i) solely for the transferee’s own account and not as a nominee for any other party, (ii) for investment and (iii) not with a view toward distribution or resale, and shall have confirmed such other matters related thereto as may be reasonably requested by the Company, and (C) such Holder shall have furnished the Company, at the Company’s expense, with (i) an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition will not require registration of such Securities under the Securities Act or (ii) a “no action” letter from the Securities and Exchange Commission to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the Securities and Exchange Commission that action be taken with respect thereto, whereupon such Holder shall be entitled to transfer such Securities in accordance with the terms of the notice delivered by the Holder to the Company.

(b) Investment Representation Statement. Unless the rights under this Warrant are exercised pursuant to an effective registration statement under the Securities Act that includes the Shares with respect to which the Warrant was exercised, it shall be a condition to any exercise of the rights under this Warrant that the Holder shall have confirmed to the reasonable satisfaction of the Company in writing, substantially in the form of Exhibit A-1, that the Shares so purchased are being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment and not with a view toward distribution or resale and that the Holder shall have confirmed such other matters related thereto as may be reasonably requested by the Company.

(c) Securities Law Legend. Each certificate, instrument or book entry representing the Securities shall (unless otherwise permitted by the provisions of this Warrant) be notated with a legend substantially similar to the following (in addition to any legend required by 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 IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS 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. THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

(d) Instructions Regarding Transfer Restrictions. The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.

(e) Removal of Legend. The legend referring to federal and state securities laws identified in Section 5(c) stamped on a certificate evidencing any Security and the stock transfer instructions and record notations with respect to such Security shall be removed and the Company shall issue a certificate without such legend to the Holder of such Security if (i) such Security 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 such Security may be made without registration or qualification, or (iii) such Holder provides the Company with an executed representation letter to the effect that (x) such Holder is

- 5 -

not, and has not been at any time during the preceding three (3) months, an Affiliate (as defined below) of the Company and (y) a period of at least one (1) year has elapsed since the later of the date such Security was acquired from Company or from an Affiliate of the Company (calculated in accordance with Rule 144(d)), unless, in the case of this clause (iii) only, the Company has reasonable grounds to believe any such representation is not true. In addition, and without limiting the generality of the foregoing, in connection with a proposed transfer of any Security bearing such legend by the Holder thereof, the Company shall, if the requirements to such transfer set forth herein are satisfied, issue a certificate without such legend to the transferee of such Security if (A) the Company satisfies the public reporting requirements set forth in Rule 144(c) under the Securities Act, to the extent the same is applicable to such transfer under Rule 144, (B) such Holder provides the Company with an executed representation letter to the effect that (x) such Holder is not, and has not been at any time during the preceding three (3) months, an Affiliate of the Company and (y) a period of at least six (6) months has elapsed since the later of the date such Security was acquired from Company or from an Affiliate of the Company (calculated in accordance with Rule 144(d)), and (C) the Company has no reasonable grounds to believe any such representation is not true. As used herein “Affiliate” has the meaning set forth in Rule 144(a) under the Securities Act.

6. Adjustments. Subject to the expiration of this Warrant pursuant to Section 8, the number and kind of shares purchasable hereunder and the Exercise Price therefor are subject to adjustment from time to time, as follows:

(a) Merger or Reorganization. If at any time there shall be any reorganization, recapitalization, merger or consolidation (a “Reorganization”) involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 8) in which shares of the Company’s stock are converted into or exchanged for securities, cash or other property, then, as a part of such Reorganization, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the kind and amount of securities, cash or other property of the successor corporation resulting from such Reorganization, equivalent in value to that which a holder of the Shares deliverable upon exercise of this Warrant would have been entitled in such Reorganization if the right to purchase the Shares hereunder had been exercised immediately prior to such Reorganization. In any such case, appropriate adjustment (as determined in good faith by the Board of Directors of the successor corporation) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after such Reorganization to the end that the provisions of this Warrant shall be applicable after the event, as near as reasonably may be, in relation to any shares or other securities deliverable after that event upon the exercise of this Warrant.

(b) Reclassification of Shares. If the securities issuable upon exercise of this Warrant are changed into the same or a different number of securities of any other class or classes by reclassification, capital reorganization or otherwise (other than as otherwise provided for herein) (a “Reclassification”), then, in any such event, in lieu of the number of Shares which the Holder would otherwise have been entitled to receive, the Holder shall have the right thereafter to exercise this Warrant for a number of shares of such other class or classes of stock that a holder of the number of securities deliverable upon exercise of this Warrant immediately before that change would have been entitled to receive in such Reclassification, all subject to further adjustment as provided herein with respect to such other shares.

(c) Subdivisions and Combinations. In the event that the outstanding shares of common stock are subdivided (by stock split, by payment of a stock dividend or otherwise) into a greater number of shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the outstanding shares of common stock are combined (by reclassification or otherwise) into a lesser number of

- 6 -

shares of such securities, the number of Shares issuable upon exercise of the rights under this Warrant immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately decreased, and the Exercise Price shall be proportionately increased.

(d) Notice of Adjustments. Upon any adjustment in accordance with this Section 6, the Company shall give notice thereof to the Holder, which notice shall state the event giving rise to the adjustment, the Exercise Price as adjusted and the number of securities or other property purchasable upon the exercise of the rights under this Warrant, setting forth in reasonable detail the method of calculation of each. The Company shall, upon the written request of any Holder, furnish or cause to be furnished to such Holder a certificate setting forth (i) such adjustments, (ii) the Exercise Price at the time in effect and (iii) the number of securities and the amount, if any, of other property that at the time would be received upon exercise of this Warrant.

7. Notification of Certain Events. Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

(a) the issuance of any dividend or other distribution on the capital stock of the Company (other than (i) dividends or distributions otherwise provided for in Section 6, (ii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase; (iii) repurchases of common stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal or first offer contained in agreements providing for such rights; or (iv) repurchases of capital stock of the Company in connection with the settlement of disputes with any stockholder), whether in cash, property, stock or other securities;

(b) the voluntary liquidation, dissolution or winding up of the Company; or

(c) any transaction resulting in the expiration of this Warrant pursuant to Section 8(c);

the Company shall send to the Holder of this Warrant at least ten (10) days prior written notice of the date on which a record shall be taken for any such dividend or distribution specified in clause (a) or the expected effective date of any such other event specified in clause (b) or (c), as applicable. The notice provisions set forth in this section may be shortened or waived prospectively or retrospectively by the consent of the Holder of this Warrant.

8. Expiration of the Warrant. This Warrant shall expire and shall no longer be exercisable as of the earliest of:

(a) July 30, 2017 if (and, with respect to this Section 8(a), only if) the Initial Public Offering has not closed on or before such date;

(b) 5:00 p.m., Pacific time, on [insert expiration date]²; or

(c) (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is a party (including, without limitation, any stock acquisition, reorganization, merger or consolidation, but excluding any sale of stock for capital raising

²  NTD: To be set at 10 years following issuance date.

- 7 -

purposes and any transaction effected primarily for purposes of changing the Company’s jurisdiction of incorporation) other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in the Company held by such holders prior to such transaction or series of transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent), or (ii) a sale, lease or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of the Company. In the event that, upon the expiration date of this Warrant, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 2(b) above is greater than the Exercise 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 2(b) above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

9. No Rights as a Stockholder. Nothing contained herein shall entitle the Holder to any rights as a stockholder of the Company or to be deemed the holder of any securities that may at any time be issuable on the exercise of the rights hereunder for any purpose nor shall anything contained herein be construed to confer upon the Holder, as such, any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or any other rights of a stockholder of the Company until the rights under the Warrant shall have been exercised and the Shares purchasable upon exercise of the rights hereunder shall have become deliverable as provided herein.

10. Lock-Up Agreement. Any Shares issued in respect of this Warrant from the date of this Warrant during the Restricted Period (as defined in the Lock-Up Agreement), will be subject to the terms and conditions of the lock-up agreement between the Holder and Morgan Stanley & Co. LLC, as representatives of the Company’s several underwriters (the “Lock-Up Agreement”). Any Shares issued in respect of this Warrant after the Restricted Period will not be subject to the terms and conditions of the Lock-Up Agreement. Nothing in this Section 10 will restrict or otherwise affect any waiver to such Lock-Up Agreement granted in accordance with its terms, including any waiver that permits the disposition or transfer of any Shares during the Restricted Period that would otherwise be prohibited by such Lock-Up Agreement.

11. Representations and Warranties of the Holder. By acceptance of this Warrant, the Holder represents and warrants to the Company as follows:

(a) No Registration. The Holder understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Holder’s representations as expressed herein or otherwise made pursuant hereto.

(b) Investment Intent. The Holder is acquiring the Securities for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Holder has no present intention of selling, granting any participation in, or otherwise distributing the Securities, nor does it have any contract, undertaking, agreement or arrangement for the same.

- 8 -

(c) Investment Experience. The Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests.

(d) Speculative Nature of Investment. The Holder understands and acknowledges that its investment in the Company is highly speculative and involves substantial risks. The Holder can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

(e) Access to Data. The Holder has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Holder believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Holder understands that any 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 Holder 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.

(f) Accredited Investor. The Holder is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably requested by the Company. The Holder has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to “accredited investor” status. Any such information is true, correct, timely and complete.

(g) Residency. The residency of the Holder (or, in the case of a partnership or corporation, such entity’s principal place of business) is correctly set forth on the signature page hereto.

(h) Restrictions on Resales. The Holder acknowledges that the Securities must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Holder 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 “broker’s 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 Holder acknowledges and understands that the Company may not be satisfying the current public information requirement of Rule 144 at the time the Holder wishes to sell the Securities and that, in such event, the Holder may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Holder 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 Securities. The Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission 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.

- 9 -

(i) Brokers and Finders. The Holder has not engaged any brokers, finders or agents in connection with the Securities, and the Company has not incurred nor will incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the Securities.

(j) Legal Counsel. The Holder has had the opportunity to review this Warrant, the exhibits and schedules attached hereto and the transactions contemplated by this Warrant with its own legal counsel. The Holder is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Warrant.

(k) Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by this Warrant. With respect to such matters, the Holder relies solely on any such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment and the transactions contemplated by this Warrant.

12. Miscellaneous.

(a) Amendments. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the Holder.

(b) Waivers. No waiver of any single breach or default shall be deemed a waiver of any other breach or default theretofore or thereafter occurring.

(c) 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 (if to the Holder) or otherwise delivered by hand, messenger or courier service addressed:

(i) if to the Holder, to the Holder at the Holder’s address, facsimile number or electronic mail address as shown in the Company’s records, as may be updated in accordance with the provisions hereof, 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 this Warrant for which the Company has contact information in its records; or

(ii) if to the Company, to the attention of the President or Chief Financial Officer of the Company at the Company’s address as shown on the signature page hereto, or at such other current address as the Company shall have furnished to the Holder, with a copy (which shall not constitute notice) to Tony Jeffries, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, CA 94304.

Each such notice or other communication shall for all purposes of this Warrant 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

- 10 -

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. In the event of any conflict between the Company’s books and records and this Warrant or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

(d) Governing Law. This Warrant and all actions arising out of or in connection with this Warrant shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions of the State of Delaware, or of any other state.

(e) Jurisdiction and Venue. Each of the Holder and the Company irrevocably consents to the exclusive jurisdiction and venue of any court within Santa Clara County, State of California, in connection with any matter based upon or arising out of this Warrant or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of California for such persons.

(f) Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. All references in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

(g) Severability. If any provision of this Warrant 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 Warrant, and such illegal, unenforceable or void provision shall be replaced with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, unenforceable or void provision. The balance of this Warrant shall be enforceable in accordance with its terms.

(h) Waiver of Jury Trial. EACH OF THE HOLDER AND THE COMPANY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS WARRANT. If the waiver of jury trial set forth in this paragraph is not enforceable, then any claim or cause of action arising out of or relating to this Warrant shall be settled by judicial reference pursuant to California Code of Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable to the parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the California Superior Court for Santa Clara County. This paragraph shall not restrict the Holder or the Company from exercising remedies under the Uniform Commercial Code or from exercising pre-judgment remedies under applicable law.

(i) California Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS WARRANT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

(j) Saturdays, Sundays and Holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or U.S. federal holiday, then such action may be taken or such right may be exercised on the next succeeding day that is not a Saturday, Sunday or U.S. federal holiday.

- 11 -

(k) Rights and Obligations Survive Exercise of the Warrant. Except as otherwise provided herein, the rights and obligations of the Company and the Holder under this Warrant shall survive exercise of this Warrant.

(l) Entire Agreement. Except as expressly set forth herein, this Warrant (including the exhibits attached hereto) constitutes the entire agreement and understanding of the Company and the Holder with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the subject matter hereof.

(signature page follows)

- 12 -

The Company and the Holder sign this Warrant as of the date stated on the first page.

TINTRÍ, INC.

By:

Name: Ken Klein

Title: Chairman and Chief Executive Officer

Address:

[insert company address]

AGREED AND ACKNOWLEDGED,

[INSERT NAME OF HOLDER]

By:

Name:

Title:

Address:

[insert address]

[Fax number: [insert facsimile number, if appropriate]]

[Email address: [insert email address, if appropriate]]

(Signature Page to Warrant to Purchase Shares Common Stock of Tintrí, Inc.)

EXHIBIT A

NOTICE OF EXERCISE

TO: TINTRÍ, INC. (the “Company”)

Attention: President

(1) Exercise. The undersigned elects to purchase the following pursuant to the terms of the attached warrant:

Number of shares:

Type of security:

(2) Method of Exercise. The undersigned elects to exercise the attached warrant pursuant to:

☐ A cash payment, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

☐ The net issue exercise provisions of Section 2(b) of the attached warrant.

(3) Unexercised Portion of the Warrant. Please issue a new warrant for the unexercised portion of the attached warrant in the name of:

☐	The undersigned
☐	Other—Name:
	Address:
☐	Not applicable

(Print name of the warrant holder)

(Signature)

(Name and title of signatory, if applicable)

(Date)

(Fax number)

(Email address)

(Signature page to the Notice of Exercise)

A-1

EXHIBIT A-l

INVESTMENT REPRESENTATION STATEMENT

INVESTOR:
COMPANY:	TINTRÍ, INC.
SECURITIES:	THE WARRANT ISSUED ON [INSERT DATE] (THE “WARRANT”) AND THE SECURITIES ISSUED OR ISSUABLE UPON EXERCISE THEREOF
DATE:

In connection with the purchase or acquisition of the above-listed Securities, the undersigned Investor represents and warrants to, and agrees with, the Company as follows:

1. No Registration. The Investor understands that the Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein or otherwise made pursuant hereto.

2. Investment Experience. The Investor has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, and has such knowledge and experience in financial or business matters so that it is capable of evaluating the merits and risks of its investment in the Company and protecting its own interests.

3. Speculative Nature of Investment. The Investor understands and acknowledges that its investment in the Company is highly speculative and involves substantial risks. The Investor can bear the economic risk of its investment and is able, without impairing its financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of its investment.

4. Access to Data. The Investor has had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. The Investor believes that it has received all the information that it considers necessary or appropriate for deciding whether to acquire the Securities. The Investor understands that any 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.

5. Accredited Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission and agrees to submit to the Company such further assurances of such status as may be reasonably requested by the Company. The Investor has furnished or made available any and all information requested by the Company or otherwise necessary to satisfy any applicable verification requirements as to “accredited investor” status. Any such information is true, correct, timely and complete.

A-1-1

6. 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 the signature page hereto.

7. Restrictions on Resales. The Investor acknowledges that the Securities 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 “broker’s 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 the Company may not be satisfying the current public information requirement of Rule 144 at the time the Investor wishes to sell the Securities and that, in such event, the Investor may be precluded from selling the Securities under Rule 144 even if the other applicable requirements of Rule 144 have been satisfied. The Investor understands and 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 Securities. The Investor understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission 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 those offers or sales and that those persons and the brokers who participate in the transactions do so at their own risk.

8. Brokers and Finders. The Investor has not engaged any brokers, finders or agents in connection with the Securities, and the Company has not incurred 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 the Securities.

9. Legal Counsel. The Investor has had the opportunity to review the Warrant, the exhibits and schedules attached thereto and the transactions contemplated by the Warrant with its own legal counsel. The Investor is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by the Warrant.

10. Tax Advisors. The Investor has reviewed with its own tax advisors the U.S. federal, state and local and non-U.S. tax consequences of this investment and the transactions contemplated by the Warrant. 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 the Warrant.

(signature page follows)

A-1-2

The Investor is signing this Investment Representation Statement and Market Stand-Off Agreement on the date first written above.

INVESTOR

(Print name of the investor)

(Signature)

(Name and title of signatory, if applicable)

(Street address)

(City, state and ZIP)

A-1-3

EXHIBIT B

ASSIGNMENT FORM

ASSIGNOR:
COMPANY:	TINTRÍ, INC.
WARRANT:	THE WARRANT TO PURCHASE SHARES OF COMMON STOCK ISSUED ON [INSERT DATE] (THE “WARRANT”)
DATE:

(1) Assignment. The undersigned registered holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below (“Assignee”) all of the rights of Assignor under the Warrant, with respect to the number of shares set forth below:

Name of Assignee: 

Address of Assignee: 

Number of Shares Assigned: 

(2)

and does irrevocably constitute and appoint                      as attorney to make such transfer on the books of Tintrí, Inc., maintained for the purpose, with full power of substitution in the premises.

(3) Obligations of Assignee. Assignee agrees to take and hold the Warrant and any shares of stock to be issued upon exercise of the rights thereunder (the “Securities”) subject to, and to be bound by, the terms and conditions set forth in the Warrant to the same extent as if Assignee were the original holder thereof.

(4) Investment Representation Statement. Assignee has executed, and delivers herewith, an Investment Representation Statement in a form substantially similar to the form attached to the Warrant as Exhibit A-1.

Assignor and Assignee are signing this Assignment Form on the date first set forth above.

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ASSIGNOR	ASSIGNEE
(Print name of Assignor)	(Print name of Assignee)
(Signature of Assignor)	(Signature of Assignee)
(Print name of signatory, if applicable)	(Print name of signatory, if applicable)
(Print title of signatory, if applicable)	(Print title of signatory, if applicable)
Address:	Address:

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EX-10.1

Exhibit 10.1

TINTRI, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [______], 2017, and is between Tintri, Inc., a Delaware corporation (the “Company”), and [insert 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) becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing 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 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.

(f) “Expenses” include all reasonable and actually incurred 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

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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 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. 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.

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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.

(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, subject to any subrogation rights set forth in Section 15;

(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.

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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 90 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 (or any part of any Proceeding) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any part of 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.

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 that may be applicable to the Proceeding, 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, conditioned or delayed, 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 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, conditioned or delayed.

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(f) The Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.

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 9(f)(a), a determination 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 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) actually and 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 9(f)(b), the Independent Counsel shall be selected as provided in this Section 9(f)(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 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 9(f)(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 9(f)(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).

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(d) The Company agrees to pay the reasonable fees and expenses of any Independent Counsel.

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) 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.

12. Remedies of Indemnitee.

(a) Subject to Section 12(e), in the event that (i) a determination is made pursuant to Section 9(f) 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 9(f) 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 9(f) of this Agreement that Indemnitee is not entitled to

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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. For the avoidance of doubt, proceedings or arbitration commenced to determine the reasonableness of expenses shall be governed by Section 8.

(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 9(f) 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.

(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 90 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 to the extent Indemnitee is serving as a member of the Company’s board of directors at the request or direction of a venture capital fund or other entity and/or certain of its affiliates (collectively, the “Secondary Indemnitors”), Indemnitee may have certain rights to indemnification and advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors, the Company is primarily responsible for amounts required to be indemnified

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or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any obligation of the Secondary Indemnitors 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 Indemnitors 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 Indemnitors 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 Indemnitors shall be 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 Indemnitors are express third-party beneficiaries of the terms of this Section 15.

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, subject to any subrogation rights set forth in Section 15.

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 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.

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,

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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

(b) if to the Company, to the attention of the Chief Executive Officer or General Counsel of the Company at 303 Ravendale Drive, Mountain View, California 94043, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not constitute notice) to Tony Jeffries, 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.

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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.

TINTRI, INC.

(Signature)

(Print name)

(Title)

[INSERT INDEMNITEE NAME]

(Signature)

(Print name)

(Street address)

(City, State and ZIP)

EX-10.2

Exhibit 10.2

TINTRÍ, INC.

CEO EMPLOYMENT AGREEMENT

This CEO EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of the last date signed below, (the “Effective Date”) by and between Tintrí, Inc. (the “Company”), and Ken Klein (“Executive”).

1. Duties and Scope of Employment.

(a) Positions and Duties. On and after October 21, 2013 (the “Start Date”), Executive will serve as Chief Executive Officer of the Company and Chairman of the Board of Directors (the “Board”) of the Company. Executive will render such business and professional services as shall reasonably be assigned to him by the Board. The period of Executive’s employment under this Agreement is referred to herein as the “Employment Term.”

(b) Obligations. During the Employment Term, Executive will perform his duties faithfully and to the best of his ability and will devote his full business efforts and time to the Company. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board; provided, however, that Executive may serve in any capacity with any civic, educational or charitable organization, or as a member of corporate boards of directors or committees thereof that are not competitive with the Company (as determined in good faith by the Board).

2. At-Will Employment. The parties agree that Executive’s employment with the Company will be “at-will” employment and may be terminated at any time with or without cause or notice. Executive understands and agrees that neither his job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company.

3. Compensation.

(a) Base Salary. The Company will pay Executive as compensation for his services a base salary at the annualized rate of three hundred fifty thousand dollars ($350,000) (the “Base Salary”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usual, required withholdings.

(b) Annual Bonus. Executive shall be afforded a target bonus opportunity of at least fifty percent (50%) of Base Salary, based on performance objectives determined by the Board after consultation with Executive, payable biannually (the “Target Bonus”), subject to withholding. The Target Bonus will be prorated for the first partial year of service.

(c) Equity Awards.

(i) Stock Option Grant. On the Start Date, Executive shall be granted an early exercisable nonstatutory stock option (the “Stock Option”) to purchase a total of four million one hundred twenty seven thousand nine hundred thirty seven (4,127,937) shares of Company common stock (equivalent to 6.15% of the Company’s fully diluted equity (as defined below)) with a per share exercise price equal to the fair market value of the shares on the date of grant. The Stock Option shall have a maximum term of ten (10) years (or shorter upon termination of Executive’s employment and director relationship with the Company) and, subject to accelerated vesting as set forth elsewhere herein, shall vest as follows: one forty-eighth (1/48^th) of the shares subject to the Stock Option shall vest on each month following the Start Date on the same day of the month as the Start Date, so as to be one hundred percent (100%) vested on the four (4) year anniversary of the Start Date, conditioned upon Executive’s continued service with the Company as of each vesting date. Except as specified otherwise herein, the Stock Option grant is in all respects subject to the terms, definitions and provisions of the Tintrí, Inc. 2008 Stock Plan, as amended (the “Stock Plan”) and the standard form of early exercise stock option agreement thereunder (the “Option Agreement”).

Executive may exercise the Stock Option by entering into a fifty-one percent (51%) recourse promissory note, in a form mutually acceptable to Executive and the Company (the “Note”), in the amount of the Stock Option’s aggregate exercise price. The Note shall bear interest at the “applicable Federal rate” within the meaning of Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), with such interest accruing semiannually and payable at the same time that the principal of the Note shall be repaid. The Note shall be fully repaid upon the earliest to occur of: (i) the last business day immediately prior to the date on which the Company’s Form S-1 (or other similar form) filed with the Securities and Exchange Commission in connection with the Company’s initial public offering of common stock of the Company ceases to be a confidential filing, (ii) the last business day immediately prior to a Change of Control (as defined below), (iii) the date upon which the Company terminates Executive’s employment with the Company for Cause (as defined below), (iv) the date of Executive’s termination of his employment with the Company other than for Good Reason, (v) the second (2^nd) anniversary of the date of the Company’s termination of Executive’s employment with the Company for a reason other than Cause, (vi) the second (2^nd) anniversary of the date of Executive’s termination of his employment with the Company for Good Reason, (vii) the second (2^nd) anniversary of the date of the termination of Executive’s employment with the Company due to his death or Disability (as defined below), or (viii) the seventh (7^th) anniversary of Executive’s employment commencement date with the Company.

For the purposes of this Agreement, “fully-diluted equity” means, as of the Stock Option’s grant date, the outstanding common stock, outstanding preferred stock, instruments convertible into common stock on an as-converted basis, shares that will be subject to the Stock Option, shares subject to other outstanding options and equity awards, and any shares remaining available for issuance under any equity compensation plan of the Company.

(ii) 2011 Equity Award. Executive’s stock option to purchase a total of two hundred fifty seven thousand (257,000) shares of Company common stock granted in 2011 shall remain outstanding and shall continue to vest in accordance with its terms.

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(iii) 2013 Equity Award. Executive’s stock option to purchase a total of one hundred thousand (100,000) shares of Company common stock granted in 2013 shall be forfeited in its entirety and Executive no longer shall have any rights with respect to such award or any shares underlying such award.

4. Employee Benefits. During the Employment Term, Executive will be entitled to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company. Executive will be entitled to a minimum of four (4) weeks of paid vacation days per year. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Severance.

(a) Termination Without Cause: Resignation for Good Reason; Death or Disability, Not During the Change of Control Period. If Executive’s employment with the Company is (I) terminated by the Company other than for Cause, (II) terminated by Executive for Good Reason, or (III) terminated due to Executive’s death or Disability, in each case, at any time other than during the Change of Control Period (as defined below), then subject to Sections 7, 8 and 15 below, Executive shall be entitled to receive the following severance benefits:

(i) Cash Payments. Severance pay (less applicable tax withholdings) in an aggregate gross amount equal to the sum of twelve (12) months of Executive’s Base Salary as then in effect, but not less than the highest Base Salary in effect during the prior twelve (12) month period, to be paid monthly for a period of twelve (12) months following the date of Executive’s termination of employment with the Company.

(ii) Equity Compensation Vesting Acceleration. The Stock Option and all other equity awards granted by the Company that are then outstanding and held by Executive shall partially accelerate their vesting, or if the Executive is then holding unvested restricted stock, the Company’s right to repurchase the then-unvested shares under each such equity award shall partially lapse, in either case, to the extent that Executive otherwise would have vested in such shares had he remained employed with the Company for a period of the greater of: (A) six (6) months or, (B) twelve (12) months minus the number of full months of continuous employment with the Company that Executive completed as of the date of Executive’s termination of employment with the Company. For example, if Executive’s employment with the Company terminated under this Section 5(a) on the date three (3) months and one day following the Start Date, then Executive’s then-outstanding equity awards will accelerate vesting as if Executive had remained employed with the Company for an additional nine (9) months thereafter. Any equity award granted by the Company that is (1) then outstanding and held by Executive, and (2) subject to achievement of performance objectives for which the applicable performance period has not yet ended, shall accelerate vesting as to the same number of months as Executive’s other equity compensation awards on the terms set forth above, based upon the number of shares under such equity award that would have vested had the applicable performance objectives been achieved at target levels.

(iii) COBRA. Subject to Executive timely electing to receive continuation coverage under Title X of the Consolidated Budget Reconciliation Act of 1985 (“COBRA”), Company-paid health, dental and vision coverage at the same level of coverage as was provided to

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such Executive immediately prior to the termination of employment (the “Company-Paid Coverage”). If such coverage included Executive’s spouse and dependents immediately prior to the termination of employment, such spouse and dependents shall also be covered along the same terms. Company-Paid Coverage shall continue until the earlier of (A) twelve (12) months following the termination date, or (B) the date upon which Executive and his dependents become covered under another employer’s group plans. For purposes of COBRA, the date of the “qualifying event” for Executive and his dependents shall be Executive’s employment termination date.

(b) Termination Without Cause; Resignation for Good Reason; Death or Disability, During the Change of Control Period. If Executive’s employment with the Company is (I) terminated by the Company other than for Cause, (II) terminated by Executive for Good Reason, or (III) terminated due to Executive’s death or Disability, in each case, at any time during the Change of Control Period, then subject to Sections 7, 8 and 15 below, Executive shall be entitled to receive the following severance benefits:

(i) Cash Payments. A lump sum cash payment equal to two (2) times the sum of Executive’s annual Base Salary and Target Bonus, each as then in effect, but not less than the highest Base Salary and Target Bonus in effect during the prior twelve (12) month period, less applicable tax withholdings.

(ii) Equity Compensation Vesting Acceleration. The Stock Option and all other equity awards granted by the Company that are then outstanding and held by Executive shall accelerate vesting as to all unvested shares subject thereto, or if the Executive is then holding unvested restricted stock, the Company’s right to repurchase the then-unvested shares under each such equity award shall lapse as to all unvested shares subject thereto. In addition, any equity award granted by the Company that is (A) then outstanding and held by Executive, and (B) subject to achievement of performance objectives for which the applicable performance period has not yet ended, shall accelerate vesting as to one hundred percent (100%) of the number of shares under the equity award that would have vested had the applicable performance objectives been achieved at the target levels.

(iii) COBRA. Subject to Executive timely electing to receive continuation coverage under Title X of COBRA, Executive will receive the Company-Paid Coverage. If such coverage included the Executive’s dependents immediately prior to the termination of employment, such dependents shall also be covered along the same guidelines. Company-Paid Coverage shall continue until the earlier of (A) twelve (12) months following the termination date, or (B) the date upon which the Executive and his dependents become covered under another employer’s group plans. For purposes of COBRA, the date of the “qualifying event” for Executive and his dependents shall be Executive’s employment termination date.

(c) Voluntary Termination Without Good Reason; Termination for Cause. If Executive’s employment with the Company terminates other than pursuant to Executive’s death or Disability and either (i) voluntarily by Executive other than for Good Reason, or (ii) for Cause by the Company, then (A) all vesting under Executive’s outstanding equity awards will terminate immediately and all payments of compensation by the Company to Executive hereunder will terminate immediately (except as to amounts already earned), and (B) Executive will not be entitled to severance benefits.

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6. Confidential Information. Executive agrees to enter into the Confidential Information and Invention Assignment Agreement with the Company (the “Confidential Information Agreement”).

7. Release of Claims. The receipt of any severance and other benefits described in Section 5(a) or Section 5(b) will be subject to Executive (or if applicable, Executive’s estate or beneficiaries) signing and not revoking a release of claims with the Company in the form set forth in Exhibit A attached hereto (the “Release”). The Release must become effective and irrevocable no later than fifty-two (52) days following Executive’s termination of employment with the Company (the “Release Deadline Date”). No severance payments or benefits under this Agreement shall be paid or provided unless and until the Release becomes effective. Any severance payment or benefit to which Executive is entitled shall be paid or provided by the Company in full, or with respect to installments shall commence, on the fifty-third (53^rd) day following Employee’s employment termination date or such later date as is required to avoid the imposition of additional taxes under Section 409A,

8. Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 8, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s payments and benefits under this Agreement shall be either:

(a) delivered in full, or

(b) delivered as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax,

whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (1) reduction of cash payments in reverse chronological order (i.e., the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced), (2) cancellation of equity awards granted within the twelve-month period prior to a “change of control” (as determined under Code Section 280G) that are deemed to have been granted contingent upon the change of control (as determined under Code Section 280G), in the reverse order of date of grant of the awards (i.e., the most recently granted equity awards will be cancelled first), (3) cancellation of accelerated vesting of equity awards in the reverse order of date of grant of the awards (i.e., the vesting of the most recently granted equity awards will be cancelled first) and (4) reduction of continued employee benefits in reverse chronological order (i.e., the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of payment reductions.

Unless the Company and Executive otherwise agree in writing, any determination required under this Section 8 shall be made in writing by a nationally recognized firm of independent public

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accountants selected by the Company (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall bear all costs for fees related to the Accountants’ services in connection with any calculations contemplated by this Section 8.

9. Definitions. The following terms referred to in this Agreement shall have the following meanings:

(a) “Cause” shall mean (i) an act of personal dishonesty taken by Executive in connection with his responsibilities as an employee which is intended to result in substantial personal enrichment of Executive, (ii) Executive’s conviction of or plea of nolo contendere to a felony, (iii) an act by Executive which constitutes willful misconduct and is materially injurious to the Company, (iv) continued willful derelictions of Executive’s material duties to the Company after there has been delivered to Executive a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that Executive has been willfully derelict in discharging his material duties, (v) Executive’s deliberate violation of a material Company policy, (vi) Executive’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company, or (vii) Executive’s willful and material breach of his obligations under this Agreement, the Confidential Information Agreement or any other written agreement with the Company.

(b) “Change of Control” shall mean, in one or a series of transactions:

(i) 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 fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change of Control; or

(ii) 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 fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the

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Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person. For purposes of this subsection (ii), 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 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.

(c) “Change of Control Period” shall mean the period beginning on the date of the consummation of a Change of Control and ending on the date twelve (12) months following the consummation of such Change of Control.

(d) “Disability” shall mean Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees.

(e) “Good Reason” shall mean, without the Executive’s written consent, (i) a reduction in the Executive’s Base Salary or Target Bonus (except pursuant to a reduction generally applicable to senior executives of the Company that does not exceed, individually or cumulatively, a ten percent (10%) reduction from the initial Base Salary or Target Bonus); (ii) a material diminution of Executive’s duties, authority or responsibilities (iii) relocation of the Executive’s primary office to a location more than fifty (50) miles from the Company’s current office location. In addition, upon any such voluntary termination for Good Reason the Executive must provide notice to the Company of the existence of one or more of the above conditions within one hundred eighty (180) days of its initial existence and Company must be provided at least thirty (30) days to remedy the condition.

(f) “Section 409A Limit” shall mean the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during Executive’s taxable year preceding Executive’s taxable year of Executive’s separation from service with the Company; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive’s employment is terminated.

10. Attorneys’ Fees. The Company will reimburse Executive for reasonable attorneys’ fees incurred in the negotiation, preparation, and execution of this Agreement and related documentation in an amount not to exceed $10,000. Such reimbursement will be made within thirty (30) days of Executive’s submission of proper documentation of the fees to be reimbursed, but in no event later than December 31, 2013.

11. Assignment. This Agreement will be binding upon arid inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death and (b) any successor

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of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms of this Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will or the laws of descent and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Executive’s right to compensation or other benefits will be null and void.

12. Notices. All notices, requests, demands and other communications called for hereunder shall be in writing and shall be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a well established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

at the Company’s then principal business address

Attn: The Board of Directors

If to Executive:

at the last residential address known by the Company.

13. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

14. Integration. This Agreement, together with the Stock Plan, the Option Agreement and the Confidential Information Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration, or modification of any of the provisions of this Agreement will be binding unless in writing and signed by duly authorized representatives of the parties hereto.

15. Code Section 409A.

(a) Notwithstanding any provision to the contrary herein, no Deferred Payments (as defined below) that become payable under this Agreement by reason of Executive’s termination of employment with the Company (or any successor entity thereto) will be made unless such termination of employment constitutes a “separation from service” within the meaning of Section 409A. Further, if Executive is a “specified employee” of the Company (or any successor entity thereto) within the meaning of Section 409A on the date of Executive’s termination of employment (other than a termination of employment due to death), then the Deferred Payments that are payable within the first six (6) months following Executive’s termination of employment, shall be delayed until the first payroll date that occurs on or after the date that is six (6) months and one (1) day after the date of Executive’s termination of employment, when they shall be paid in full arrears. All subsequent Deferred Payments, if any, will be paid in accordance with the payment schedule

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applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following Executive’s employment termination but prior to the six (6) month anniversary of his employment termination, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. For the purposes of this Agreement, “Deferred Payment” means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

(b) It is intended that none of the severance payments under this Agreement will constitute Deferred Payments but rather will be exempt from Section 409A as a payment that would fall within the “short-term deferral period” as described below or resulting from an “involuntary separation from service” as described below. Any ambiguities or ambiguous terms herein will be interpreted to be exempt from or comply with the requirements of Section 409A. The Company and Executive agree to work together in good faith to consider amendments to this Agreement 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 Executive under Section 409A.

(c) Any amount paid under this Agreement that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations will not constitute Deferred Payments for purposes of Section 15. Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute Deferred Payments for purposes of this Section 15.

16. Tax Withholding. All payments made pursuant to this Agreement will be subject to withholding of applicable taxes.

17. Governing Law. This Agreement will be governed by the laws of the State of California (with the exception of its conflict of laws provisions).

18. Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

*****

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by their duly authorized officers, as of the day and year first above written.

COMPANY:
/s/ Kieran Harty	Date: October 4, 2013
Chief Technology Officer
EXECUTIVE:
/s/ Ken Klein	Date: October 4, 2013

EXHIBIT A

RELEASE OF CLAIMS

This Release of Claims (“Agreement”) is made by and between Tintrí, Inc. (the “Company”) and Ken Klein (“Executive”).

WHEREAS, Executive has agreed to enter into a release of claims in favor of the Company upon certain events specified in the employment agreement by and between Company and Executive (the “Employment Agreement”).

NOW THEREFORE, in consideration of the mutual promises made in this Agreement, the parties hereby agree as follows:

1. Termination. Executive’s employment from the Company terminated on                      (the “Termination Date”).

2. Confidential Information. Executive shall remain bound by, and continue to comply with, his obligations, including the confidentiality requirements, under the Confidential Information and Invention Assignment Agreement entered into with the Company (the “Confidential Information Agreement”). Executive confirms that he has returned all the Company property and confidential and proprietary information in his possession to the Company on the Effective Date of this Agreement.

3. Release of Claims. Executive agrees that the severance consideration set forth in the Employment Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company. Executive, on behalf of himself, and his respective heirs, family members, executors and assigns, hereby fully and forever releases the Company and its past, present and future officers, agents, directors, employees, investors, shareholders, administrators, affiliates, divisions, subsidiaries, parents, predecessor and successor corporations, and assigns (collectively, the “Releasees”), from, and agrees not to sue or otherwise institute or cause to be instituted any legal or administrative proceedings against any of the Releasees concerning any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that he may possess arising from any omissions, acts or facts 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 Executive’s employment relationship with the Company and the termination of that relationship;

(b) any and all claims relating to, or arising from, Executive’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; breach of contract, both express and implied; breach of a

covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; 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; and conversion;

(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 Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq. and section 970, et seq. and all amendments to each such Act as well as the regulations issued under each such 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; and

(g) any and all claims for attorneys’ fees and costs.

Executive 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 any severance obligations due Executive under the Employment Agreement. Nothing in this Agreement waives Executive’s rights to indemnification or any payments under any fiduciary insurance policy, if any, provided by any act or agreement of the Company, state or federal law or policy of insurance.

4. Acknowledgment of Waiver of Claims under ADEA. Executive 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. Executive and the Company agree 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. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which Executive was already entitled. Executive further acknowledges that he has been advised by this writing that (a) he should consult with an attorney prior to executing this Agreement; (b) he has at least twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; (d) this Agreement shall not be effective until the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Executive 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. Any revocation should be in writing and delivered to the Vice-President, Human Resources at the Company by close of business on the seventh day from the date that Executive signs this Agreement.

5. Civil Code Section 1542. Executive represents that he is not aware of any claims against the Company other than the claims that are released by this Agreement. Executive acknowledges that he has been advised by legal counsel and is familiar with the provisions of California Civil Code 1542, below, 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.

Executive, being aware of said code section, agrees to expressly waive any rights he may have under such code section, as well as under any statute or common law principles of similar effect.

6. No Pending or Future Lawsuits. Executive 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 other person or entity referred to in this Agreement. Executive 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 other person or entity referred to herein.

7. Application for Employment. Executive understands and agrees that, as a condition of this Agreement, he shall not be entitled to any employment with the Company, its subsidiaries, or any successor, and he hereby waives any right, or alleged right, of employment or re-employment with the Company.

8. No Cooperation. Executive agrees that he will not 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 the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, unless under a subpoena or other court order to do so.

9. No Admission of Liability. Executive understands and acknowledges that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Company, 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 claims heretofore made or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to the Executive or to any third party.

10. Costs. The parties shall each bear their own costs, expert fees, attorneys’ fees and other fees incurred in connection with this Agreement.

11. Authority. Executive 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.

12. No Representations. Executive represents that he has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party which are not specifically set forth in this Agreement.

13. Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

14. Entire Agreement. This Agreement, together with the Confidential Information Agreement, represents the entire agreement and understanding between the Company and Executive concerning Executive’s separation from the Company.

15. No Oral Modification. This Agreement may only be amended in writing signed by Executive and the Company.

16. Governing Law. This Agreement shall be governed by the internal substantive laws, but not the choice of law rules, of the State of California,

17. Confidentiality. The contents, terms and conditions of this Agreement shall be kept confidential by Executive, except to the extent required by law.

18. Effective Date. This Agreement is effective eight (8) days after it has been signed by both parties.

19. Counterparts. This Agreement may be executed in counterparts, and each counterpart 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.

20. Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the parties to this Agreement, with the full intent of releasing all claims. The parties acknowledge that:

(a) They have read this Agreement;

(b) They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

(c) They understand the terms and consequences of this Agreement and of the releases it contains;

(d) They are 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.

	Tintrí, Inc.
Dated:	By:
	Ken Klein, an individual
Dated:

EX-10.3

Exhibit 10.3

TINTRÍ, INC.

201 Ravendale Drive

Mountain View, California 94043

November 25, 2013

Ian Halifax

Dear Ian:

I have enjoyed our conversations and I strongly believe that you will make an important contribution to the success and growth of Tintrí, Inc. (the “Company”). With that in mind, I am pleased to offer you a position as Chief Financial Officer, reporting directly to me. Your expected starting date will be December 2, 2013 or earlier.

If you decide to join us, your annual base salary will be $275,000.00, payable semi-monthly in accordance with the Company’s normal payroll procedures and subject to the usual, required withholdings. Your annual bonus opportunity will be targeted at $55,000, provided that in the first year of employment, the company guarantees $25,000 of your targeted bonus opportunity, subject to your continued employment through the first year of employment. Except with respect to the guaranteed portion of your bonus, your bonus if any will be subject to the achievement of performance objectives and/or other criteria as determined by the Company in its sole discretion. Any bonus payable to you will be subject to the usual, required withholdings, and will be paid no later than March 15 of the calendar year following the calendar year in which the bonus is earned by you.

As a Company executive employee, you will be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other employees and to other executives of the Company. The Company may modify or terminate its benefits programs and arrangements from time to time as necessary or appropriate.

By action of the Company’s Board of Directors effective immediately upon your start date and subject to its approval, management will recommend that you be granted a nonstatutory stock option to purchase 738,330 shares of the Company’s common stock (the “Option”). The exercise price per share of the Option will be equal to the fair market value per share on the date the Option is granted. The Option will be early exercisable, subject to the Company’s right to repurchase the exercised shares until such time as they vest in accordance with the applicable vesting terms. The Option will be subject to the terms and conditions applicable to options granted under the Company’s 2008 Stock Plan (the “Plan”), as described in the Plan and the applicable early exercise stock option agreement evidencing the Option. So long as you maintain your Continuous Service Status (as defined in the Plan), the Shares underlying this Option will be scheduled to vest as to 25% of the shares subject to the Option after twelve (12) months after the date of grant, and the balance will vest in equal monthly installments over the next thirty-six (36) months. To the extent permitted by applicable laws, the Company will permit you to pay the exercise price of the Option by issuing you a loan in exchange for a full recourse promissory note in a form to be provided by the Company (which is deemed to be incorporated herein by reference) to be executed by and between you and the Company. Unless otherwise agreed to between you and the Company, the aggregate loan amount will equal the aggregate exercise price of the shares being exercised under the applicable Option plus (to the extent applicable) the amount of the applicable tax withholdings determined by the Company (if any) related to such exercise. Such loan will be secured by the shares of the Company’s common stock underlying the Option and/or such other security as required by the Company, and will accrue interest at a rate no less than the applicable federal rate that is in effect at the time the loan is taken. The loan is expected to have a term of five (5) years, but may be subject to earlier repayment upon the date your employment with the Company terminates, a Change of Control (as defined in the Plan), the Company’s filing of a registration statement with the Securities and Exchange Commission for an initial public offering of its equity securities under the Securities Act of 1933, as amended, or as otherwise required by applicable law. The promissory note evidencing the loan will contain such other terms and conditions as the Company will determine in its sole discretion.

If, during the Change of Control Period (as defined below), (i) your employment with the Company is terminated by the Company other than for Cause (as defined below), (ii) you terminate your employment with the Company for Good Reason (as defined below) or (iii) your employment with the Company is terminated due to your death or Disability (as defined below) (the “Qualifying Termination”), then one hundred percent (100%) of your then-outstanding and unvested equity awards covering shares of the Company’s common stock will vest immediately upon such Qualifying Termination, and any applicable performance goals will be deemed achieved at one hundred percent (100%) of the target levels. If the Company terminates your employment without Cause or you terminate your employment with the Company for Good Reason at any time other than during the Change of Control Period, then that number of the then-outstanding and unvested shares subject to the Option equal to that number of shares that otherwise would have vested if you had remained employed with the Company for a period following the date of termination of your employment with the Company that is the greater of (A) six (6) months or (B) twelve (12) months minus the number of full months of continuous employment with the Company that you completed as of the date of termination of your employment with the Company, shall vest immediately upon such termination of your employment.

In addition to above, in the event that your Qualifying Termination occurs during the Change of Control Period, you will receive: (i) continuing payments of an aggregate amount equal to the sum of your annual base salary and target bonus, each as in effect as of immediately prior to the Qualifying Termination, payable in equal installments over a period of twelve (12) months following your Qualifying Termination in accordance with the Company’s regular payroll practices and less applicable withholdings, and (ii) if you timely elect and remain eligible for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company will provide reimbursements to you for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to the Qualifying Termination) until the earlier of (A) a period of twelve (12) months following the date of the Qualifying Termination, or (B) the date upon which you and/or your eligible dependents no longer are eligible to receive continuation coverage pursuant to COBRA. However, if the Company determines in its sole discretion that it cannot provide the foregoing reimbursement benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of such reimbursements, the Company will provide to you a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the Qualifying Termination date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether you elect COBRA continuation coverage and will commence on the month following your Qualifying Termination and will end on the earlier of (x) the date upon which you obtain other employment or (y) the date the Company has paid an amount equal to twelve (12) payments. For the avoidance of doubt, any taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.

In the event that the Company terminates your employment with the Company without Cause or you terminate your employment with the Company for Good Reason at any time other than during the Change of Control Period, you will receive: (i) continuing payments of an aggregate amount equal to the sum of one-half (1/2) of your annual base salary and one-half (1/2) of your target bonus, each as in effect as of immediately prior to your employment termination, payable in equal installments over a period of six (6) months following your employment termination date in accordance with the Company’s regular payroll practices and less applicable withholdings, and (ii) if you timely elect and remain eligible for coverage pursuant to COBRA, then the Company will provide monthly reimbursements to you for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to the employment termination date) until the earlier of (A) a period of six (6) months following your employment termination date, or (B) the date upon which you and/or your eligible dependents no longer are eligible to receive continuation coverage pursuant to COBRA. However, if the Company determines in its sole discretion that it cannot provide the foregoing reimbursement benefit without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of such reimbursements, the Company will provide to you a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on your employment termination date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made

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regardless of whether you elect COBRA continuation coverage and will commence on the month following your employment termination date and will end on the earlier of (x) the date upon which you obtain other employment or (y) the date the Company has paid an amount equal to six (6) payments. For the avoidance of doubt, any taxable payments in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings.

The receipt of any severance payments or benefits under this agreement will be subject to you signing and not revoking a separation agreement and release of claims that is prepared by the Company, and only upon such separation agreement and release of claims becoming effective and irrevocable within sixty (60) days following the date of your termination of employment with the Company (the “Release Deadline Date”). Except as may be required for compliance with Section 409A (as defined below), cash severance payments and reimbursements will commence, as applicable, on the Release Deadline Date, any installment payment or reimbursement that otherwise would have been made to you during the period from the date of your termination of employment through the Release Deadline Date will be paid to you on the Release Deadline Date, and the remaining payments or reimbursements will be made as provided in this agreement.

“Cause” shall mean (i) an act of personal dishonesty taken by you in connection with your responsibilities as an employee which is intended to result in your substantial personal enrichment, (ii) your conviction of or plea of nolo contendere to a felony, (iii) an act by you which constitutes willful misconduct and is materially injurious to the Company, (iv) continued willful derelictions of your material duties to the Company after there has been delivered to you a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that you have been willfully derelict in discharging your material duties, (v) your deliberate violation of a material Company policy, (vi) your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company, or (vii) your willful and material breach of your obligations under this Agreement and failure to cure such breach within a reasonable time after there has been delivered to you a written demand for cure from the Company which describes the basis for the Company’s reasonable belief that you have breached your obligations, the Confidential Information and Invention Assignment Agreement or any other written agreement with the Company.

“Change of Control” shall mean, in one or a series of transactions (i) 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 fifty percent (50%) of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person, who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered a Change of Control; or (ii) 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 fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (ii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person. For purposes of this subsection (ii), 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 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 provisions of this definition, a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A (as defined below).

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“Change of Control Period” shall mean the period beginning on the date of the consummation of a Change of Control and ending on the date twelve (12) months following the consummation of such Change of Control.

“Disability” shall mean you (i) are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) are, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees.

“Good Reason” shall mean, your resignation within ninety (90) days following the end of the cure period (described below) as a result of the occurrence, without your written consent, of one or more of the following: (i) a material reduction in your base salary or target bonus (except pursuant to a reduction generally applicable to senior executives of the Company that does not exceed, individually or cumulatively, a 10% reduction from the initial base salary or target bonus); (ii) a material diminution of your duties, authority or responsibilities; or (iii) relocation of your primary office to a location more than fifty (50) miles from the Company’s current office location. In addition, in order for an event to qualify as Good Reason, you must not terminate employment with the Company without first providing notice to the Company of the existence of one or more of the above conditions within one hundred eighty (180) days of its initial existence, the Company must be provided at least thirty (30) days to remedy the condition, and the conditions must not have been cured during such time.

The parties intend that the benefits and payments provided under this letter shall be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and any regulations and guidance that has been promulgated or may be promulgated from time to time thereunder (“Section 409A”), and any ambiguities or ambiguous terms herein will be interpreted to so comply. With respect to severance payments, references to your “termination of employment” will be deemed to refer to your “separation from service” within the meaning of Section 409A. Notwithstanding anything to the contrary in this letter, if you are a “specified employee” within the meaning of Section 409A at the time of your termination, then the severance and any other separation benefits payable to you upon your separation from service, to the extent that the same constitute deferred compensation under Section 409A (the “Deferred Payments”), otherwise due to you on or within the six (6) month period following your separation from service will accrue during such six (6) month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of your termination (such rule, the “Six Month Delay Rule”). All subsequent Deferred Payments following the application of the Six Month Delay Rule, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. However, in the event of your death following your separation from service, but before the six (6) month anniversary of the separation from service, any payments delayed in accordance with the Six Month Delay Rule will be payable in a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable in accordance with the payment schedule applicable to each payment or benefit. 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. The Company shall in no event be obligated to indemnify or reimburse you for any taxes or interest that may be assessed under Section 409A. In no event will you have discretion to determine the taxable year of payment of any Deferred Payment.

This offer of employment and, if applicable, your continued employment at the Company, are contingent upon the following:

For purposes of federal immigration law, you must be able to show proof of your identity and legal right to work in the United States. Such documentation must be provided to us within three (3) business days of the date of hire, or our employment relationship with you may be terminated by the Company without any further obligation to you.

Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary

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representations that may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company.

This agreement will be governed by the laws of the State of California without regard to any conflict of laws provision.

You will be required to sign the Company’s Confidential Information and Invention Assignment Agreement as a condition of your employment.

As a Company employee, you will be expected to abide by Company rules, policies and standards.

This letter, along with the Confidential Information and Invention Assignment Agreement and any other agreements relating to proprietary rights, the Plan, and any stock option agreements between you and the Company, set forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by the Chief Executive Officer of the Company and you.

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. We are relying on your representation to us, which you confirm by your signature below, that you are able to provide services to the Company as its Chief Financial Officer without breaching the terms of any agreement you may have with a prior employer or other third party. 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 you will not in any way utilize any such information in performing your duties for the Company. We ask that you work with your current employer in good faith to return to it any information that it believes constitutes information that you are not entitled to possess.

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me. This offer, if not accepted, will expire at the close of business on Monday December 2, 2013. Ian, I am excited to have you join our team and look forward to working with you. Welcome aboard!

Sincerely,	Accepted and agreed:
/s/ Ken Klein	/s/ Ian Halifax
Ken Klein	Ian Halifax
Chief Executive Officer	Date: 29 November 2013

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Sept. 13, 2016

Ian Halifax

Dear Ian:

This letter is an amendment to your offer letter, dated November 29, 2013 (the “Offer Letter”), with Tintrí, Inc. (the “Company”). This letter supersedes and replaces in its entirety the letter agreement between you and the Company dated August 12, 2016, which shall have no continuing force or effect upon the signature of this letter agreement by both you and the Company.

The last paragraph on page 2 of the Offer Letter is amended and restated as follows:

“In the event that (x) the Company terminates your employment with the Company without Cause at any time prior to the earlier of the closing of an IPO or the commencement of a Change of Control Period (such period being the “Pre-Liquidity Event Period”) or (y) you terminate your employment for Good Reason at any time prior to the end of Pre-Liquidity Event Period because of a material reduction in your base salary or target bonus in accordance with clause (i) of the definition of Good Reason, you will receive: (i) continuing payments of an aggregate amount equal to the sum of (A) 100% of your annual base salary and 100% of your target bonus, each as in effect as of immediately prior to your employment termination, plus (B) $500,000, payable in equal installments over a period of twelve (12) months following your employment termination date in accordance with the Company’s regular payroll practices and less applicable withholdings, and (ii) if you timely elect and remain eligible for coverage pursuant to COBRA, then the Company will provide monthly reimbursements to you for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to the employment termination date) until the earlier of (A) a period of twelve (12) months following your employment termination date, or (B) the date upon which you and/or your eligible dependents no longer are eligible to receive continuation coverage pursuant to COBRA.

In the event that (x) the Company terminates your employment with the Company without Cause at any time after the end of the Pre-Liquidity Event Period other than during a Change of Control Period or (y) you terminate your employment with the Company for Good Reason at any time other than during the Change of Control Period (except in circumstances covered in clause (y) of the previous paragraph), you will receive: (i) continuing payments of an aggregate amount equal to the sum of one-half (1/2) of your annual base salary and one-half (1/2) of your target bonus, each as in effect as of immediately prior to your employment termination (or 100% of your annual base salary in the event that such employment termination occurs following an IPO), payable in equal installments over a period of six (6) months (or twelve (12) months in the event such employment termination occurs following an IPO) following your employment termination date in accordance with the Company’s regular payroll practices and less applicable withholdings, and (ii) if you timely elect and remain eligible for coverage pursuant to COBRA, then the Company will provide monthly reimbursements to you for the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to the employment termination date) until the earlier of (A) a period of six (6) months (or twelve (12) months in the event such employment termination occurs following an IPO) following your employment termination date, or (B) the date upon which you and/or your eligible dependents no longer are eligible to receive continuation coverage pursuant to COBRA.

However, if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefit specified in either of the preceding two paragraphs without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of such reimbursements, the Company will provide to you a taxable monthly payment, payable on the last day of a given month, in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on your employment termination date (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether you elect COBRA continuation coverage and will commence on the month following your employment termination date and will end on the earlier of (x) the date upon which you obtain other employment or (y) the date the Company has paid an amount equal to six (6) payments (or twelve (12) payments, as applicable, in the event the Company has agreed to reimburse COBRA costs for 12 months in the applicable circumstances in either of the preceding two paragraphs). For the avoidance of doubt, any taxable

payments in lieu of COBRA reimbursements may be used for any purpose, including, but not limited to continuation coverage under COBRA, and will be subject to all applicable tax withholdings. For purposes of this letter, “IPO” means the first sale of the Company’s common stock in a registered public offering under the U.S. Securities Act of 1933, as amended.”

The definition of “Change in Control Period” on page 4 of the Offer Letter is amended and restated as follows:

““Change of Control Period” shall mean the period beginning on the date that is three (3) months prior to the consummation of a Change of Control and ending on the date twelve (12) months following the consummation of such Change of Control.”

Notwithstanding anything in the Offer Letter to the contrary, if (i) your employment with the Company terminates prior to a Change of Control that qualifies you for severance payments and benefits payable under the Offer Letter and (ii) a Change of Control occurs within the 3-month period following your employment termination with the Company that qualifies you for the severance payments and benefits payable upon a Qualifying Termination during the Change of Control Period under the Offer Letter, then (A) you only will be entitled to receive the payments and benefits payable upon a Qualifying Termination during the Change of Control Period under the Offer Letter and will not be entitled to receive any additional severance payments or benefits under the Offer Letter and (B) each of the cash severance, COBRA benefits (or cash payments in lieu thereof), and equity vesting acceleration benefits otherwise payable upon a Qualifying Termination during the Change of Control Period under the Offer Letter, as applicable, will be offset by the corresponding payment or benefit you already received under this letter in connection with the termination of your employment prior to a Change of Control.

This letter and the Offer Letter, including, but not limited to any at-will employment provisions, may not be modified or amended except by a written agreement signed by the Company’s Chief Executive Officer and you. To accept this amendment, please sign and date this letter in the space provided below and return it to me.

Sincerely,	Accepted and agreed:
/s/ Ken Klein	/s/ Ian Halifax
Ken Klein	Ian Halifax
Chief Executive Officer	Date: 15 Sep 2016

EX-10.4

Exhibit 10.4

                    

February 26, 2015

Michael McGuire

Maryland

Dear Mike:

I have enjoyed our conversations and I strongly believe that you will make an important contribution to the success and growth of Tintri, Inc. (the “Company”). With that in mind, I am pleased to offer you the position of Executive Vice President, Global Sales reporting directly to me as the CEO of Tintri. Your expected starting date will be March 2, 2015.

If you decide to join us, your annual on-target earnings, which will be comprised of base salary and incentive compensation, will be $700,000.00, subject to applicable withholdings and deductions. In the fiscal year ending January 31, 2016, your annualized base salary will be $350,000.00, which will be pro-rated for your time with the Company during such fiscal year. In the fiscal year ending January 31, 2016, your annualized on-target incentive compensation will be $350,000.000, subject to achievement of your individual sale compensation plan, which will be pro-rated for your time with the Company during such fiscal year, and the terms and conditions under the Company’s applicable sales compensation plan. During your first three months of employment, you will receive a non-recoverable draw totaling $87,500.00 paid in three equal installments. If commissions are earned against your sales compensation plan during the first three month period, you will be paid the higher of the non-recoverable draw or the commissions earned.

You will initially be based out of your home in Maryland, but you will be expected to travel regularly for Company business to the Company’s headquarters in California and elsewhere. In the future, you and the Company may discuss moving your primary office location to the Company’s headquarters in the Bay Area California. Any such move will be subject to agreement by both you and the Company, and if the move is at the Company’s request, you will be eligible for the Company’s Executive relocation package, in accordance to the policy as defined at that point time.

As a Company employee, you will be eligible to participate in the employee benefit plans that the Company offers generally to employees of the Company in the United States, subject to the terms and conditions of such plan from time to time.

At the first meeting of the Company’s Board of Directors following your start date at which the Board will be approving stock option grants and subject to Board approval, management will recommend that you be granted an option to purchase 870,000 shares of the Company’s common stock (the “Option”). The exercise price per share of the Option will be equal to the fair market value per share on the date the Option is granted. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2008 Stock Plan (the “Plan”) and the applicable stock option agreement. 25% of the shares subject to the Option shall vest 12 months after the date your vesting begins, 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 amounts, subject to your continuing employment with the Company.

Notwithstanding the foregoing, if during the twelve (12) month period following a Change of Control (as defined in the Plan), you are terminated by the Company for other than “Cause” (as defined below) or you resign for “Good Reason” (as defined below), and, in either case, you timely sign and do not revoke a separation agreement and release of claims prepared by the Company, then following such separation agreement and release of claims becoming effective and irrevocable (i) 50% of the then unvested shares subject to your outstanding options at the time of your termination or resignation will immediately vest and become exercisable and (ii) you will receive continuing payments of your on-target earnings and health benefits as then in effect for a period of twelve (12) months following such termination of your employment, subject to applicable withholdings and deductions.

If the Company terminates your employment for any reason other than Cause (as defined below) in other circumstances in which the payments and benefits specified in the preceding paragraph do not apply, you will receive continuing payments of your on-target earnings and health benefits as then in effect for a period of six (6) months following such termination of your employment, subject to applicable withholdings and deductions. The receipt of any such payments or benefits under this agreement will be subject to you timely signing and not revoking a separation agreement and release of claims that is prepared by the Company, and will only be paid or provided following such separation agreement and release of claims becoming effective and irrevocable. The parties intend that the benefits and payments provided under this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code. The Company shall in no event be obligated to indemnify the executive for any taxes or interest that may be assessed under Section 409A of the Internal Revenue Code.

For purposes of this agreement, “Cause” shall mean:

1. engaging in illegal conduct that is determined by the Board of Directors to be materially injurious to the Company or any of its affiliates;

2. violation of a U.S. federal or state law or regulation or a law or regulation of any other jurisdiction applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company or any of its affiliates;

3. material breach of the terms of any confidentiality agreement or invention assignment agreement between you and the Company or any of its affiliates, as determined in good faith by the Chief Executive Officer of the Company;

4. conviction for, or entry of a plea of nolo contendere to, a felony involving any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its affiliates;

5. gross negligence or willful misconduct in the performance of your duties to the Company that has resulted or is likely to result in material damage to the Company, or continued and willful violations of your obligations to the Company as an employee of the Company or any of its affiliates, as determined in good faith by the Chief Executive Officer of the Company and your failure to cure such violations within the thirty (30)-day period following written notice from the Chief Executive Officer; or

6. any breach by you of any material provision of the terms of your employment or engagement by the Company that is determined by the Chief Executive Officer of the Company to be materially injurious to the Company or any of its affiliates.

For purposes of this agreement, “Good Reason” shall mean your resignation within thirty (30) days following the expiration of any Company cure period (discussed below) following the occurrence of one or more of the following, without your consent:

1. a material reduction in your authority, base pay, duties or responsibilities with the Company (including a parent or subsidiary of the Company) as in effect immediately prior to such reduction, unless (a) you are provided with reasonably comparable authority, duties or responsibilities, or (b) you agree to such a reduction in writing;

2. a material change in the geographic location at which you must be principally located; or

3. a material reduction by the Company (including a parent or subsidiary of the Company) in your on target earnings as in effect immediately prior to such reduction other than in connection with a general reduction of officer base salary at the Company or its affiliates, or unless you agree to such a reduction in writing.

4. any material breach of this agreement by the Company and the Company’s failure to cure such violations within the thirty (30)-day period following written notice from you to the Chief Executive Officer.

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You will not resign for Good Reason without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within thirty (30) days of the initial existence of the grounds for “Good Reason” and a reasonable cure period of not less than thirty (30) days following the date of such notice. Your continued employment shall not constitute a waiver of your rights to assert Good Reason hereunder.

At a meeting of the Company’s Board of Directors following your start date and subject to Board approval, management will recommend that the Board approve the Company entering into a customary officer indemnification agreement with you pursuant to which the Company will agree to indemnify you for customary liabilities that you may incur during the course of your employment with the Company.

This offer of employment and, if applicable, your continued employment at the Company, are contingent upon the following:

For purposes of federal immigration law, you must be able to show proof of your identity and legal right to work in the United States. Such documentation must be provided to us within three (3) business days of the date of hire, or our employment relationship with you may be terminated by the Company without any further obligation to you.

Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. This is the full and complete agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company.

This agreement will be governed by the laws of the State of California without regard to any conflict of laws principles that would apply the laws of any other jurisdiction.

You will be required to sign the Company’s Confidential Information and Invention Assignment Agreement as a condition of your employment. As a Company employee, you will be expected to abide by Company rules, policies and standards.

This letter, along with the Confidential Information and Invention Assignment Agreement and any other agreements relating to proprietary rights, the Plan, and any stock option agreements between you and the Company, set forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by the Chief Executive Officer of the Company and you.

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. We are relying on your representation to us, which you confirm by your signature below, that you are able to provide services to the Company as its Executive Vice President, Global Sales without breaching the terms of any agreement you may have with a prior employer or other third party. Moreover, you agree that, during the term of your employment with the Company, you will not engage in any other employment,

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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. To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me before Friday February 27, 2015 to confirm your acceptance. Mike, I am excited to have you join our team and look forward to working with you.

Welcome aboard!

Sincerely,	Accepted and agreed:
/s/ Ken Klein	/s/ Michael McGuire
Ken Klein	Michael McGuire
Chief Executive Officer	Date: 2/26/2015
Date: 2/26/2015

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EX-10.5

Exhibit 10.5

Tintri, Inc.

Executive Change of Control and Severance Policy

This Executive Change of Control and Severance Policy (the “Policy”) is designed to provide certain protections to a select group of key employees of Tintri, Inc. (“Tintri” or the “Company”) or any of its subsidiaries in connection with a change of control of Tintri or in connection with the involuntary termination of their employment 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.

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 the Eligible Employee’s Participation Agreement (as defined below)). To be an “Eligible Employee,” an employee must (a) have been designated by the Board or an authorized committee of the Board (in either case, the “Committee”) as eligible to participate in the Policy, whether individually or by position or category of position and (b) have executed a participation agreement in the form attached hereto as Exhibit A (a “Participation Agreement”).

Policy Benefits: An Eligible Employee will be eligible to receive the payments and benefits set forth in this Policy and his or her Participation Agreement if his or her employment with Tintri and all of its subsidiaries terminates as a result of a 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 depend on whether his or her Qualified Termination is a COC Qualified Termination or a Non-COC Qualified Termination. All benefits under this Policy payable upon a Qualified Termination 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.

Equity Vesting: On a Qualified Termination, the then-unvested shares subject to each of an Eligible Employee’s then-outstanding equity awards will immediately vest and, in the case of options and stock appreciation rights, will become exercisable to the extent set forth in the Eligible Employee’s Participation Agreement (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 under this provision). Any restricted stock units, performance shares, performance units, and 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 of 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 COC Qualified Termination can be provided if a Change of 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 of Control occurs within 3 months, any unvested portion of the Eligible Employee’s equity awards automatically will be forfeited permanently without having vested.

Salary Severance: Upon a Qualified Termination, an Eligible Employee will be eligible to receive salary severance payment(s) in the amount set forth in his or her Participation Agreement. The Eligible Employee’s salary severance payment(s) will be paid in cash at the time(s) specified in his or her Participation Agreement.

Bonus Severance: Upon a Qualified Termination, an Eligible Employee will be eligible to receive bonus severance payment(s) with respect to his or her 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.

COBRA Benefit: Upon a Qualified Termination, if an Eligible Employee makes a valid election under COBRA to continue his or her health coverage, the Company will pay or reimburse the Eligible Employee for 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”). Notwithstanding the preceding, if the Company determines in its sole discretion that it cannot provide the COBRA Coverage without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will instead provide the Eligible Employee a taxable lump-sum payment in an amount equal to the applicable number of months of COBRA Coverage specified in the Eligible Employee’s Participation Agreement multiplied by 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 termination of employment based on the premium for the first month of COBRA coverage (whichever of such taxable payments or the COBRA Coverage that the Company actually provides, the “COBRA Benefit”). If the Company provides for a taxable cash payment in lieu of the COBRA Coverage, then such cash payment will be made regardless of whether the Eligible Employee elects COBRA continuation coverage and such payment will be made in full on the 61st day following the Eligible Employee’s termination of employment.

Non-Duplication of Payment or Benefits: If (a) an Eligible Employee’s Qualified Termination occurs prior to a Change of Control that qualifies him or her for severance payments and benefits payable on a Non-COC Qualified Termination under this Policy and (b) a Change of Control occurs within the 3-month period following his or her Qualified Termination that qualifies him or her for the superior severance payments and benefits payable on a COC 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-COC Qualified Termination and (ii) the Equity Vesting, Salary Severance, Bonus Severance, and COBRA Benefit, as applicable, otherwise payable upon a COC Qualified Termination under this Policy each will be offset by the corresponding payments or benefits he or she already received under this Policy in connection with his or her Non-COC Qualified Termination.

Death of Eligible Employee: If the Eligible Employee dies before all payments or benefits he or she is entitled to receive have been paid, such unpaid amounts 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.

Forfeiture/Clawback: 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 cease receiving 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).

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

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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.

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 intended to constitute 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.

Parachute Payments:

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

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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; 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 unless the Eligible Employee elects in writing a different order for cancellation. 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.

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.

Administration: The Policy will be administered by the 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.

Attorneys Fees: The Company and each Eligible Employee will bear their own attorneys’ fees incurred in connection with any disputes between them.

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 of 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 of Control. Accordingly, by executing a Participation Agreement, an Eligible Employee hereby forfeits and waives any rights to any severance or change of 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.

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Tax Withholding: 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.

Amendment or Termination: The Committee may amend or terminate the Policy at any time without advance notice to any Eligible Employee or other individual and without regard to the effect of the amendment or termination on any Eligible Employee or on any other individual, except that any amendment or termination of the Policy that is adverse to an Eligible Employee who was designated by the Committee as eligible to participate in the Policy on the date the Policy was adopted will not be effective with respect to such Eligible Employee without such Eligible Employee’s prior written consent. 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 COC Qualified Terminations unless it is both approved by the Administrator and communicated to the affected individual(s) in writing at least 6 months prior to the effective date of the amendment or termination, and (b) no amendment or termination of the Policy will be made within 12 months following a Change of 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 or termination). Any action in amending or terminating the Policy will be taken in a non-fiduciary capacity.

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.

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.

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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.

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).

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:

“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 for Good Reason 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 is a COC Qualified Termination and such amount is greater, at the level in effect immediately prior to the Change of Control.

“Board” means the Board of Directors of the Company.

“Cause” means the occurrence of any of the following: (a) the Eligible Employee’s engaging in illegal conduct that is determined by the Committee to be materially injurious to the Company or any of its subsidiaries; (b) the Eligible Employee’s violation of a U.S. federal or state law or regulation or a law or regulation of any other jurisdiction applicable to the Company’s business which violation was or is reasonably likely to be injurious to the Company or any of its subsidiaries; (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 or any of its subsidiaries, as determined in good faith by the Committee; (d) the Eligible Employee’s conviction for, or entry of a plea of nolo contendere to, a felony involving any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, the Company or its subsidiaries; (e) the Eligible Employee’s gross negligence or willful misconduct in the performance of his or her duties to the Company that has resulted or is likely to result in material damage to the Company, or continued and willful violations of his or her obligations to the Company as an employee of the Company or any of its subsidiaries, as determined in good faith by the Committee and the Eligible Employee’s failure to cure such violations within the thirty (30)-day period following written notice from the Committee; (f) any breach by the Eligible Employee of any material provision of the terms of his or her employment or engagement by the Company that is determined by the Committee to be materially injurious to the Company or any of its subsidiaries.

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“Change of 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, 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 of 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 of 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 under 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 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 (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 of 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; provided, however, that for purposes of this subsection, the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) 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.

For this definition, 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

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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 the foregoing, a transaction will not be a Change of Control unless the transaction qualifies as a change in control event within the meaning of Section 409A (as defined below).

“Change of Control Period” will mean the period beginning 3 months prior to a Change of Control and ending 12 months following the Change of Control.

“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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

“Disability” means the Eligible Employee (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Company employees.

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Good Reason” means the Eligible Employee’s termination of his or her employment with the Company (or any of its subsidiaries) in accordance with the next sentence after the occurrence of one or more of the following events without the Eligible Employee’s consent: (a) a material reduction in the Eligible Employee’s authority, duties, or responsibilities with the Company or a subsidiary of the Company in effect immediately prior to such reduction , unless the Eligible Employee is provided with reasonably comparable authority, duties, or responsibilities; (b) a material change in the geographic location at which the Eligible Employee must be principally located, provided that a change in office location of greater than seventy-five (75) miles from the Eligible Employee’s home will be such a material change in geographic location; (c) a material reduction by the Company or a subsidiary of the Company in the Eligible Employee’s base compensation as in effect immediately prior to such reduction other than in connection with a general reduction of officer base compensation at the Company or its subsidiaries; or (d) any material breach by the Company or a subsidiary of the Company of the agreement under which the Eligible Employee provides services to the Company or such subsidiary. In order for the Eligible Employee’s termination of his or her employment to be for Good Reason, the Eligible Employee must not terminate employment with the Company without first providing the Company with written notice of the acts or omissions constituting the grounds for “Good Reason” within 90 days of the initial existence of the grounds for “Good Reason” 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 60 days following the Cure Period.

“Qualified Termination” means a termination of the Eligible Employee’s employment (i) either (A) by the Company (or any of its subsidiaries) other than for Cause, death, or Disability or (B) by the Eligible Employee for Good Reason, in either case, during the Change of Control Period (a “COC Qualified Termination”) or (ii) by the Company other than for Cause, death, or Disability outside of the Change of Control Period (a “Non-COC Qualified Termination”).

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Additional Information:

Plan Name:	Tintri, Inc. Executive Change of Control and Severance Policy
Plan Sponsor:	Tintri, Inc.
	303 Ravendale Dr.
	Mountain View, CA 94043
Identification Numbers:	[                    ]
Plan Year:	Company’s Fiscal Year
Plan Administrator:	Tintri, Inc.
	Attention: General Counsel
	303 Ravendale Dr.
	Mountain View, CA 94043
Agent for Service of Legal Process:	Tintri, Inc.
	Attention: General Counsel
	303 Ravendale Dr.
	Mountain View, CA 94043
Type of Plan:	Severance Plan/Employee Welfare Benefit Plan
Plan Costs:	The cost of the Policy is paid by the Company.

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.)

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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.

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EXHIBIT A

Executive Change of Control and Severance Policy

Participation Agreement

This Participation Agreement (“Agreement”) is made and entered into by and between [NAME] on the one hand, and Tintri, Inc. (the “Company”) on the other.

You have been designated as eligible to participate in the Policy, a copy of which is attached hereto, under 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.

“IPO” means the first sale of the Company’s common stock in a registered public offering under the U.S. Securities Act of 1933, as amended.

Non-COC Qualified Termination

If your Qualified Termination is a Non-COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

• Equity Vesting: [EVP Marketing: The number of the then-unvested shares subject to each of your then-outstanding equity awards (excluding equity awards with performance-based vesting) equal to that number of shares that otherwise would have vested if you had remained employed with the Company (or any of its subsidiaries) for a period of 3 months following your Non-COC Qualified Termination will vest immediately upon your Non-COC Qualified Termination.] [Other EVPs: None.]

• Salary Severance: You will be paid your Base Salary for 6 months (or following an IPO, 12 months) following your Non-COC Qualified Termination, payable in accordance with the Company’s regular payroll procedures.

• Bonus Severance: None

• COBRA Coverage: The Company shall pay or reimburse you for your COBRA continuation coverage for up to 6 months (or following an IPO, 12 months).

COC Qualified Termination

If your Qualified Termination is a COC Qualified Termination, you will be entitled to the following benefits, subject to your compliance with the Policy:

• Equity Vesting: 100% of the then-unvested shares subject to each of your 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 under this provision). In the case of equity awards with performance-based vesting, unless otherwise determined by the Company and set forth in your equity award agreement, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels.

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• Salary Severance: You will be paid your Base Salary for 12 months following your COC Qualified Termination, payable in a lump sum.

• Bonus Severance: You will be paid 100% of your target annual bonus as in effect for the fiscal year in which your COC Qualified Termination occurs, payable in a lump sum.

• COBRA Coverage: The Company shall pay or reimburse you for your COBRA continuation coverage for up to 12 months.

Other Provisions

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 of 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.

TINTRI, INC.	ELIGIBLE EMPLOYEE
By:	Signature:
Date:	Date:

[Signature Page of the Participation Agreement]

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EX-10.8

Exhibit 10.8

TINTRÍ, INC.

2008 STOCK PLAN

1. Purposes of the Plan. The purposes of this 2008 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations and interpretations promulgated thereunder. Stock Purchase Rights and Restricted Stock Units may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) “Administrator” means the Board or its Committee appointed pursuant to Section 4 of the Plan.

(b) “Affiliate” means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.

(c) “Applicable Laws” means the legal requirements relating to the administration of stock option and restricted stock purchase plans, including under applicable U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S. federal and state laws, the Code, any Stock Exchange rules or regulations and the applicable laws, rules and regulations of any other country or jurisdiction where Options, Stock Purchase Rights, or Restricted Stock Units are granted under the Plan, as such laws, rules, regulations and requirements shall be in place from time to time.

(d) “Award” means an Option, a Stock Purchase Right, or Restricted Stock Units granted in accordance with the terms of the Plan.

(e) “Award Agreement” means a Restricted Stock Purchase Agreement, an Option Agreement and/or a Restricted Stock Unit Agreement.

(f) “Board” means the Board of Directors of the Company.

(g) “Cause” for termination of a Participant’s Continuous Service Status will exist if the Participant is terminated by the Company for any of the following reasons: (i) Participant’s willful failure substantially to perform his or her duties and responsibilities to the Company or deliberate violation of a Company policy; (ii) Participant’s commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to

whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing definition does not in any way limit the Company’s ability to terminate a Participant’s employment or consulting relationship at any time as provided in Section 5(d) below, and the term “Company” will be interpreted to include any Subsidiary, Parent or Affiliate, as appropriate.

(h) “Change of Control” means (1) a sale of all or substantially all of the Company’s assets, or (2) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person, other than a transaction in which the holders of at least a majority of the shares of voting capital stock of the Company outstanding immediately prior to such transaction continue to hold (either by such shares remaining outstanding or by their being converted into shares of voting capital stock of the surviving entity) a majority of the total voting power represented by the shares of voting capital stock of the Company (or the surviving entity) outstanding immediately after such transaction, (3) the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company, (4) any other transaction or series of related transactions deemed to be a “Liquidation Transaction” (as defined in the Company’s Certificate of Incorporation, as amended from time to time) or (5) or (4) a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees (the “Incumbent Directors”) cease to constitute a majority of the Board; provided however that if the election or nomination for election by the Company’s stockholders, of any new Director was approved by a vote of at least 50% of the Incumbent Directors, such new Director shall be considered as an Incumbent Director.

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

(j) “Committee” means one or more committees or subcommittees of the Board appointed by the Board to administer the Plan in accordance with Section 4 below.

(k) “Common Stock” means the Common Stock of the Company.

(l) “Company” means Tintrí, Inc. a Delaware corporation.

(m) “Consultant” means any person, including an advisor, who is engaged by the Company or any Parent, Subsidiary or Affiliate to render services and is compensated for such services, and any director of the Company whether compensated for such services or not.

(n) “Continuous Service Status” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Service Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Administrator, provided that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is

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guaranteed by contract or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the Company or between the Company, its Parents, Subsidiaries, Affiliates or their respective successors. A change in status from an Employee to a Consultant or from a Consultant to an Employee will not constitute an interruption of Continuous Service Status. However, for Incentive Stock Option purposes, termination of Continuous Service Status will occur when the Employee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a termination of Continuous Service Status.

(o) “Corporate Transaction” means a sale of all or substantially all of the Company’s assets, or a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or person, the direct or indirect acquisition (including by way of a tender or exchange offer) by any person, or persons acting as a group, of beneficial ownership or a right to acquire beneficial ownership of shares representing a majority of the voting power of the then outstanding shares of capital stock of the Company.

(p) “Director” means a member of the Board.

(q) “Employee” means any person employed by the Company or any Parent or Subsidiary, with the status of employment determined based upon such factors as are deemed appropriate by the Administrator in its discretion, subject to any requirements of the Code or the Applicable Laws. The payment by the Company of a director’s fee to a Director shall not be sufficient to constitute “employment” of such Director by the Company.

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(s) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

(t) “Fair Market Value” means, as of any date, the value of a Share or other property as determined by the Administrator, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) If, on such date, the Common Stock is listed on a national or regional securities exchange or market system, including without limitation the Nasdaq Global Market, the Fair Market Value of a Share shall be the closing price on such date of a Share (or the mean of the closing bid and asked prices of a Share if the stock is so quoted instead) as quoted on such exchange or market system constituting the primary market for the Common Stock, as reported in The Wall Street Journal or such other source as the Administrator deems reliable. If the relevant date does not

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fall on a day on which the Common Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Common Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Administrator, in its discretion.

(ii) If, on such date, the Common Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a Share shall be as determined by the Administrator in good faith on such basis as it deems appropriate, taking into account, if applicable, the requirements of Code Section 409A.

(u) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code, as designated in the applicable Option Agreement.

(v) “Listed Security” means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

(w) “Named Executive” means any individual who is a covered employee pursuant to Section 162(m) of the Code.

(x) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option, as designated in the applicable Option Agreement.

(y) “Option” means a stock option granted pursuant to the Plan.

(z) “Option Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of an Option granted under the Plan and includes any documents attached to or incorporated into such Option Agreement, including, but not limited to, a notice of stock option grant and a form of exercise notice.

(aa) “Optioned Stock” means the Common Stock subject to an Option.

(bb) “Optionee” means an Employee or Consultant who receives an Option.

(cc) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code, or any successor provision.

(dd) “Participant” means any holder of one or more Options, Stock Purchase Rights, or Restricted Stock Units, or the Shares issuable or issued upon exercise or settlement of such Awards, under the Plan.

(ee) “Plan” means this 2008 Stock Plan, as amended from time to time.

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(ff) “Reporting Person” means an officer, Director, or greater than ten percent stockholder of the Company within the meaning of Rule 16a-2 under the Exchange Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange Act.

(gg) “Restricted Stock” means Shares acquired pursuant to a grant of a Stock Purchase Right under Section 10(a) below.

(hh) “Restricted Stock Purchase Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of a Stock Purchase Right granted under the Plan and includes any documents attached to such document

(ii) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 10(b) below. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(jj) “Restricted Stock Unit Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator, reflecting the terms of Restricted Stock Units granted under the Plan and includes any documents attached to such agreement.

(kk) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor provision.

(ll) “Share” means a share of the Common Stock; as adjusted in accordance with Section 13 of the Plan.

(mm) “Stock Exchange” means any stock exchange or consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time.

(nn) “Stock Purchase Right” means the right to purchase or otherwise acquire Common Stock pursuant to Section 10(a) below.

(oo) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code, or any successor provision.

(pp) “Ten Percent Holder” means a person who 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, as determined under Section 424(d) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 1,740,000 Shares. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Award should expire or become unexercisable for any reason without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock Units, is forfeited to the Company due to the failure to vest, the unpurchased Shares (or, for Restricted Stock Units, the forfeited Shares) that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). In addition, any Shares which are retained by the Company

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upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to any Award shall be treated as not issued and shall continue to be available for future issuance or sale under the Plan. Shares issued under the Plan and later forfeited to the Company or repurchased by the Company pursuant to any forfeiture provision or Company repurchase right, as applicable, shall be available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment shall not reduce the number of Shares available for issuance under the Plan.

4. Administration of the Plan.

(a) General. The Plan shall be administered by the Board or a Committee, or a combination thereof, as determined by the Board. The Plan may be administered by different administrative bodies with respect to different classes of Participants and, if permitted by the Applicable Laws, the Board may authorize one or more officers to grant Awards under the Plan.

(b) Committee Composition. If a Committee has been appointed pursuant to this Section 4, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws and, in the case of a Committee administering the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required by such provisions. The Committee shall in all events conform to any requirements of the Applicable Laws.

(c) 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, the Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(t) of the Plan, provided that such determination shall be applied consistently with respect to Participants under the Plan;

(ii) to select the Employees and Consultants to whom Awards may from time to time be granted;

(iii) to determine whether and to what extent Awards are granted;

(iv) to determine the number of Shares to be covered by each Award granted;

(v) to approve the form(s) of agreement(s) used under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase 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, any pro

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rata adjustment to vesting as a result of a Participant’s transitioning from full- to part-time service (or vice versa), and any restriction or limitation regarding any Option, Optioned Stock, Stock Purchase Right, Restricted Stock, or Restricted Stock Unit based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vii) to implement an Exchange Program on such terms and conditions as the Administrator in its discretion deems appropriate, provided that no amendment or adjustment to an Award that would materially and adversely affect the rights of any Participant shall be made without the prior written consent of the Participant;

(viii) to adjust the vesting of Awards held by an Employee or Consultant as a result of a change in the terms or conditions under which such person is providing services to the Company;

(ix) to construe and interpret the terms of the Plan and Awards granted under the Plan, which constructions, interpretations and decisions shall be final and binding on all Participants; and

(x) in order to fulfill the purposes of the Plan and without amending the Plan, to modify grants of Options, Stock Purchase Rights, or Restricted Stock Units to Participants who are foreign nationals or employed outside of the United States in order to recognize differences in local law, tax policies or customs.

5. Eligibility.

(a) Recipients of Grants. Nonstatutory Stock Options, Stock Purchase Rights, and Restricted Stock Units may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees, provided that Employees of Affiliates that are not also Subsidiaries shall not be eligible to receive Incentive Stock Options.

(b) Type of Option. Each Option shall be designated in the Option Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.

(c) ISO $100,000 Limitation. Notwithstanding any designation under Section 5(b), to the extent that the aggregate Fair Market Value of Shares with respect to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(c), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares subject to an Incentive Stock Option shall be determined as of the date of the grant of such Option, each in accordance with the Code.

(d) No Employment Rights. The Plan shall not confer upon any Participant any right with respect to continuation of an employment or consulting relationship with the Company, nor shall it interfere in any way with such Participant’s right or the Company’s right to terminate the employment or consulting relationship at any time for any reason.

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6. Term of Plan. The Plan shall become effective upon its adoption by the Board of Directors (the “Effective Date”). It shall continue in effect for a term of ten (10) years from the later of the Effective Date or the date any amendment to add shares to the Plan is approved by stockholders of the Company unless sooner terminated under Section 15 of the Plan.

7. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more than ten (10) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement and provided further that, in the case of an Incentive Stock Option granted to a person who at the time of such grant is a Ten Percent Holder, the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

8. Option Exercise Price and Consideration.

(a) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be set forth in the Option Agreement and be no less than 100% of the Fair Market Value per Share on the date of grant, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who at the time of grant is a Ten Percent Holder, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; or

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction, to the extent that the requirements of Code Section 409A are met.

(b) Permissible 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) and may consist entirely of (1) cash; (2) check; (3) subject to any requirements of the Applicable Laws, delivery of Optionee’s promissory note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate; (4) cancellation of indebtedness; (5) other Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which the Option is exercised, provided that in the case of Shares acquired, directly or indirectly, from the Company, such Shares must have been owned by the Optionee for more than six (6) months on the date of surrender (or such other period as may be required to avoid the Company’s incurring an adverse accounting charge); (6) if, as of the date of exercise of an Option the Company then is permitting employees to engage in a “same-day sale” cashless brokered exercise program involving one or more brokers, through such a program that complies with the Applicable Laws (including without limitation the requirements of Regulation T and other applicable regulations promulgated by the Federal Reserve Board) and that ensures prompt

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delivery to the Company of the amount required to pay the exercise price and any applicable withholding taxes; (7) any combination of the foregoing methods of payment; or (8) such other consideration and method of payment as determined by the Administrator, and to the extent permitted under Applicable Laws. 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 and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at the time of any Option exercise.

9. Exercise of Option.

(a) General.

(i) Exercisability. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, consistent with the term of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance criteria with respect to the Company and/or the Optionee.

(ii) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, vesting shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Options to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii) Minimum Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the full number of Shares as to which the Option is then exercisable.

(iv) Procedures for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and the Company has received full payment for the Shares with respect to which the Option is exercised. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 8(b) of the Plan, provided that the Administrator may, in its sole discretion, refuse to accept any form of consideration at the time of any Option exercise.

Exercise of an Option in any manner shall result in a decrease in the number of Shares that thereafter may be 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.

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(v) Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 13 of the Plan.

(b) Termination of Employment or Consulting Relationship. Except as otherwise set forth in this Section 9(b), the Administrator shall establish and set forth in the applicable Option Agreement the terms and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous Service Status, which provisions may be waived or modified by the Administrator at any time. Unless the Administrator otherwise provides in the Option Agreement, to the extent that the Optionee is not vested in Optioned Stock at the date of termination of his or her Continuous Service Status, or if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the extent so entitled within the time specified in the Option Agreement or below (as applicable), the Option shall terminate and the Optioned Stock underlying the unexercised portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term as set forth in the Option Agreement (and subject to Section 7).

The following provisions (1) shall apply to the extent an Option Agreement does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous Service Status, and (2) establish the minimum post-termination exercise periods that may be set forth in an Option Agreement:

(i) Termination other than Upon Disability or Death or for Cause. In the event of termination of Optionee’s Continuous Service Status other than under the circumstances set forth in subsections (ii) through (iv) below, such Optionee may exercise an Option until the earlier of (A) three (3) months following such termination or (B) the expiration of the term of such Option, to the extent the Optionee was vested in the Optioned Stock as of the date of such termination; provided, however, that the Administrator may in the Option Agreement specify an alternative period of time (but not beyond the expiration date of the Option) following termination of Optionee’s Continuous Service Status during which Optionee may exercise the Option as to Shares that were vested and exercisable as of the date of termination of Optionee’s Continuous Service Status. No termination shall be deemed to occur and this Section 9(b)(i) shall not apply if (i) the Optionee is a Consultant who becomes an Employee, or (ii) the Optionee is an Employee who becomes a Consultant.

(ii) Disability of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her disability (defined as a disability within the meaning of Section 22(e)(3) of the Code), such Optionee may exercise an Option at any time within twelve (12) months following such termination to the extent the Optionee was vested in the Optioned Stock as of the date of such termination.

(iii) Death of Optionee. In the event of the death of an Optionee during the period of Continuous Service Status since the date of grant of the Option, or within thirty days

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following termination of Optionee’s Continuous Service Status, the Option may be exercised by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance at any time within twelve (12) months following the date of death, but only to the extent the Optionee was vested in the Optioned Stock as of the date of death or, if earlier, the date the Optionee’s Continuous Service Status terminated.

(iv) Termination for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any Option (including any exercisable portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification to the Optionee of termination of the Optionee’s Continuous Service Status. If an Optionee’s employment or consulting relationship with the Company is suspended pending an investigation of whether the Optionee shall be terminated for Cause, all the Optionee’s rights under any Option likewise shall be suspended during the investigation period and the Optionee shall have no right to exercise any Option. The Administrator shall have authority to effect such procedures and take such actions as are necessary to carry out the legal intent of this Section 9(b)(iv), including such procedures and actions as are required to cause the Optionee to return to the Company Shares purchased under the Option that have been purchased or that vested within six (6) months of the events giving rise to the for-Cause termination of the Optionee’s Continuous Service Status and, if such Shares have been transferred by the Optionee, to remit to the Company the value of such transferred Shares.

10. Stock Purchase Rights and Restricted Stock Units.

(a) Stock Purchase Rights

(i) Rights to Purchase. When the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase or otherwise acquire, the price to be paid (including the method of payment) and the time within which such person must accept such offer. The purchase price of Shares subject to Stock Purchase Rights shall be as determined by the Administrator. The consideration shall be as determined by the Administrator consistent with Section 8(b). The offer to purchase Shares subject to Stock Purchase Rights shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by the Administrator or in such other manner as determined by the Administrator as specified in the Restricted Stock Purchase Agreement.

(ii) Repurchase Option.

(A) General. Unless the Administrator determines otherwise, the Restricted Stock Purchase Agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s Continuous Service Status with the Company for any reason (including death or disability). Subject to any requirements of the Applicable Laws (including without limitation Section 260.140.8 of Title 10 of the California Code of Regulations), the terms of the Company’s repurchase option (including without limitation the price at which, and the consideration for which, it may be exercised, and the events upon which it shall lapse) shall be as determined by the Administrator in its sole discretion and reflected in the Restricted Stock Purchase Agreement.

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(B) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent the lapsing of Company repurchase rights shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such lapsing shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). In the event of military leave, the lapsing of Company repurchase rights shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given “vesting” credit with respect to Shares purchased pursuant to the Restricted Stock Purchase Agreement to the same extent as would have applied had the Participant continued to provide services to the Company throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(C) Termination for Cause. In the event of termination of a Participant’s Continuous Service Status for Cause, the Company shall have the right to repurchase from the Participant vested Shares issued upon exercise of a Stock Purchase Right upon the following terms: (A) the repurchase must be made within six (6) months of termination of the Participant’s Continuous Service Status for Cause at the lower of (x) Participant’s original cost for the Shares or (y) the Fair Market Value of the Shares as of the date of termination, and (B) the repurchase shall be effected pursuant to such terms and conditions as the Administrator shall determine are necessary and appropriate to carry out the intent of this Section 10(a)(ii)(C). The Administrator shall have authority to effect such procedures and take such actions as are necessary to carry out the legal intent of this Section 10(a)(ii)(C), including such procedures and actions as are required to cause the Participant to return to the Company Shares purchased under the Stock Purchase Right that have vested within six (6) months of the events giving rise to the for-Cause termination of the Participant’s Continuous Service Status and, if such Shares have been transferred by the Participant, to remit to the Company the value of such transferred Shares. Nothing in this Section 10(a)(ii)(C) shall in any way limit the Company’s right to purchase unvested Shares as set forth in the applicable Restricted Stock Purchase Agreement.

(iii) Other Provisions. The Restricted Stock Purchase 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. In addition, the provisions of Restricted Stock Purchase Agreements need not be the same with respect to each Participant.

(iv) Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall have the 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 will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

(b) Restricted Stock Units

(i) Grant. When an Award of Restricted Stock Units is granted under the Plan, the Administrator shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Restricted Stock Units, subject to the Applicable Laws,

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(including any applicable securities laws), and the time within which such person must accept such offer, if applicable. The offer of an Award of Restricted Stock Units shall be accepted by execution of a Restricted Stock Unit Agreement in the form determined by the Administrator.

(ii) Vesting and Earning.

(A) General. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the vesting criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(B) Leave of Absence. The Administrator shall have the discretion to determine whether and to what extent vesting for Restricted Stock Units shall be tolled during any unpaid leave of absence; provided, however, that in the absence of such determination, such vesting shall be tolled during any such unpaid leave (unless otherwise required by the Applicable Laws). Notwithstanding the foregoing, in the event of military leave, the vesting of Restricted Stock Units shall toll during any unpaid portion of such leave, provided that, upon a Participant’s returning from military leave (under conditions that would entitle him or her to protection upon such return under the Uniform Services Employment and Reemployment Rights Act), he or she shall be given vesting credit with respect to Restricted Stock Units to the same extent as would have applied had the Participant continued to provide services to the Company (or any Affiliate) throughout the leave on the same terms as he or she was providing services immediately prior to such leave.

(iii) Form and Timing of Payment. Payment in settlement of vested Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Restricted Stock Unit Agreement. The Administrator, in its sole discretion, may settle vested Restricted Stock Units in cash, Shares, or a combination of both.

(iv) Cancellation. On the date set forth in the Award agreement, all unearned Restricted Stock Units will be forfeited to the Company.

(v) Other Provisions. The 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. In addition, the provisions of Restricted Stock Unit Agreements need not be the same with respect to each Participant

(vi) Rights as a Stockholder. If the Restricted Stock Units are settled in Shares, the Participant shall have the rights equivalent to those of a stockholder, and shall be a stockholder when the issuance of such Shares is entered upon the records of the duly authorized transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Restricted Stock Units are settled, except as provided in Section 13 below.

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11. Taxes.

(a) Tax Withholding Obligation.

(i) As a condition of the grant, vesting, exercise and/or settlement of an Award granted under the Plan, the Participant (or in the case of the Participant’s death, the person exercising or holding the Award) shall make such arrangements as the Administrator may require for the satisfaction of any applicable federal, state, local or foreign withholding tax obligations that may arise in connection with the Award or the issuance of Shares. The Company shall not be required to issue any Shares under the Plan until such obligations are satisfied. If the Administrator allows the withholding or surrender of Shares to satisfy a Participant’s tax withholding obligations under this Section 11, the Administrator shall be allowed to withhold Shares in an amount equal to the minimum statutory withholding rates for federal, state, and local tax purposes, including payroll taxes, or in a greater amount if such greater amount would not result in adverse financial accounting consequences.

(ii) Unless otherwise provided by the Administrator, in the case of an Employee and in the absence of any other arrangement, the Employee shall be deemed to have directed the Company to withhold or collect from his or her compensation an amount sufficient to satisfy such tax obligations from the next payroll payment otherwise payable after the date such tax obligations arise.

(iii) This Section 11(a)(iii) shall apply only after the date, if any, upon which the Common Stock becomes a Listed Security. Unless otherwise provided by the Administrator, in the case of Participant other than an Employee (or in the case of an Employee where the next payroll payment is not sufficient to satisfy such tax obligations, with respect to any remaining tax obligations), in the absence of any other arrangement and to the extent permitted under the Applicable Laws, the Participant shall be deemed to have elected to have the Company withhold from the Shares to be issued upon exercise or settlement of the Award that number of Shares having a fair market value determined as of the applicable Tax Date (as defined below) equal to the minimum amount required to be withheld. For purposes of this Section 11, the fair market value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined under the Applicable Laws (the “Tax Date”).

(iv) If permitted by the Administrator, in its discretion, a Participant may satisfy his or her tax withholding obligations upon exercise or settlement of an Award by surrendering to the Company Shares previously acquired, or by electing to have the Company withhold otherwise deliverable Shares, that have a fair market value determined as of the applicable Tax Date equal to the minimum amount required to be withheld or in a greater amount if such greater amount would not result in adverse financial accounting consequences, as determined by the Administrator, in its sole discretion. In the case of Shares previously acquired from the Company that are surrendered under this Section 11(a)(iv), such Shares must have been owned by the Participant for more than six (6) months on the date of surrender (or such other period of time as is required for the Company to avoid adverse accounting charges).

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(v) Any election or deemed election by a Participant to have Shares withheld to satisfy tax withholding obligations under Section 11(a)(iii) or (iv) above shall be irrevocable as to the particular Shares as to which the election is made and shall be subject to the consent or disapproval of the Administrator. Any election by a Participant under Section 11(a)(iv) above must be made on or prior to the applicable Tax Date.

(vi) In the event an election to have Shares withheld is made by a Participant and the Tax Date is deferred under Section 83 of the Code because no election is filed under Section 83(b) of the Code, the Participant shall receive the full number of Shares with respect to which the Option or Stock Purchase Right is exercised but such Participant shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

(b) Compliance with Code Section 409A. Notwithstanding anything to the contrary contained in this Plan, to the extent that the Administrator determines that any Award granted under the Plan is subject to Code Section 409A and unless otherwise specified in the applicable Award Agreement, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary for such Award to avoid the consequences described in Code Section 409A(a)(1), and to the maximum extent permitted under Applicable Law (and unless otherwise stated in the applicable Award Agreement), the Plan and the Award Agreements shall be interpreted in a manner that results in their conforming to the requirements of Code Section 409A(a)(2), (3) and (4) and any Department of Treasury or Internal Revenue Service regulations or other interpretive guidance issued under Code Section 409A (whenever issued, the “Guidance”). Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement provides otherwise, with specific reference to this sentence), to the extent that a Participant holding an Award that constitutes “deferred compensation” under Code Section 409A and the Guidance is a “specified employee” (also as defined thereunder) and to the extent such Award is payable upon his or her “separation from service” (as defined in Code Section 409A and the Guidance), no distribution or payment of any amount shall be made before a date that is six (6) months and one day following the date of such Participant’s separation from service or, if earlier, the date of the Participant’s death.

12. Non-Transferability of Awards.

(a) General. Except as set forth in this Section 12, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a beneficiary by a Participant will not constitute a transfer. An Option or Stock Purchase Right may be exercised, during the lifetime of the holder of the Award, only by such holder or a transferee permitted by this Section 12.

(b) Limited Transferability Rights. Notwithstanding anything else in this Section 12, the Administrator may in its discretion grant Awards (other than Incentive Stock Options that may be transferred by instrument to an inter vivos or testamentary trust in which the Awards are

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to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or pursuant to domestic relations orders to “Immediate Family Members” (as defined below) of the Participant. “Immediate Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships), a trust in which these persons have more than fifty percent of the beneficial interest, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests.

13. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions.

(a) Changes in Capitalization. Subject to any action required under the Applicable Laws by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, expiration, repurchase, or forfeiture of an Award, as well as the price per Share covered by each outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

(b) Dissolution or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Administrator.

(c) Corporate Transaction. In the event of a Corporate Transaction (including without limitation a Change of Control), the Administrator may, in its discretion, (1) provide for the assumption or substitution of, or adjustment to, each outstanding Award by the successor corporation or a parent or subsidiary of the successor corporation (the “Successor Corporation”); (2) accelerate the vesting and termination of outstanding Awards, in whole or in part, so that such Awards can be exercised before or otherwise in connection with the closing or completion of the transaction or event but then terminate; and/or (3) provide for termination of Awards as a result of the Corporate Transaction on such terms and conditions as it deems appropriate, including providing for the cancellation of Awards for a cash payment to the Participant. The Board or Committee need not provide for identical treatment of each outstanding Award.

For purposes of this Section 13(c), an Award shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a Corporate Transaction or a Change of Control, as the case may be, each holder of an Award would be entitled to receive upon exercise or settlement of the Award the same number and kind of shares of stock or

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the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of Shares covered by the Award at such time (after giving effect to any adjustments in the number of Shares covered by the Award as provided for in this Section 13); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise or settlement of the Award to be solely common stock of the Successor Corporation equal to the Fair Market Value of the per Share consideration received by holders of Common Stock in the transaction. Any such assumption shall be done in a manner that complies with Code Section 409A.

Further, and notwithstanding anything stated herein, for purposes of Awards of Restricted Stock Units, a transaction will not be deemed a “Corporate Transaction” unless the transaction qualifies as a change in control event within the meaning of Code Section 409A and the Guidance.

14. 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 other date as is determined by the Administrator, provided that in the case of any Incentive Stock Option, the grant date shall be the later of the date on which the Administrator makes the determination granting such Incentive Stock Option or the date of commencement of the Optionee’s employment relationship with the Company (or any Parent or Subsidiary of the Company). Notice of the determination shall be given to each Employee or Consultant to whom an Award is so granted within a reasonable time after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Authority to Amend or Terminate. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation (other than an adjustment pursuant to Section 13 above) shall be made that would materially and adversely affect the rights of any Participant under any outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with the Applicable Laws, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as required.

(b) Effect of Amendment or Termination. Except as to amendments which the Administrator has the authority under the Plan to make unilaterally, no amendment or termination of the Plan shall materially and adversely affect Awards already granted, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company.

16. Conditions Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant to the Plan, the Company shall not be obligated to issue or deliver any Shares under the Plan unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. As a condition to the exercise of an Option or Stock Purchase Right, or the settlement of any Restricted Stock Unit, as applicable, the Company may require the

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person exercising the Award, or being paid Shares in respect of the Restricted Stock Units, as applicable, to represent and warrant at the time of any such exercise or settlement that the Shares are being purchased or acquired only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by law. Shares issued upon exercise or settlement of Awards granted prior to the date on which the Common Stock becomes a Listed Security shall be subject to a right of first refusal in favor of the Company pursuant to which the Participant will be required to offer Shares to the Company before selling or transferring them to any third party on such terms and subject to such conditions as are reflected in the Award Agreement. In addition, Awards issued prior to the date on which the Common Stock becomes a Listed Security shall require the Participant to agree to a lock-up agreement in connection with public offerings of the Company’s stock that applies to all capital stock and rights to purchase capital stock of the Company held by the Participant on such terms and subject to such conditions as are reflected in the Award agreement.

17. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18. Agreements. Awards shall be evidenced by Award Agreements, in such form(s) as the Administrator shall from time to time approve.

19. Stockholder Approval. If required by the Applicable Laws, continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under the Applicable Laws.

20. Information and Documents to Participants. Prior to the date, if any, upon which the Common Stock becomes a Listed Security and if required by the Applicable Laws, the Company shall provide financial statements at least annually to each Participant, and to each individual that acquired Shares pursuant to the Plan, during the period such Participant has one or more Awards outstanding, and in the case of an individual who acquired Shares pursuant to the Plan, during the period such individual owns such Shares. Except as required by Applicable Law, the Company shall not be required to provide such information if the issuance of Awards under the Plan is limited to key persons whose duties in connection with the Company assure their access to equivalent information.

21. Notice. Any written notice to the Company required by any provisions of this Plan shall be addressed to the Secretary of the Company and shall be effective when received.

22. Governing Law; Interpretation of Plan and Awards.

(a) This Plan and all determinations made and actions taken pursuant hereto shall be governed by the substantive laws, but not the choice of law rules, of the State of Delaware.

(b) In the event that any provision of the Plan or any Award granted under the Plan is declared to be illegal, invalid or otherwise unenforceable by a court of competent

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jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid and enforceable, or otherwise deleted, and the remainder of the terms of the Plan and/or Award shall not be affected except to the extent necessary to reform or delete such illegal, invalid or unenforceable provision.

(c) The headings preceding the text of the sections hereof are inserted solely for convenience of reference, and shall not constitute a part of the Plan, nor shall they affect its meaning, construction or effect.

(d) The terms of the Plan and any Award shall inure to the benefit of and be binding upon the parties hereto and their respective permitted heirs, beneficiaries, successors and assigns.

(e) All questions arising under the Plan or under any Award shall be decided by the Administrator in its total and absolute discretion. In the event the Participant believes that a decision by the Administrator with respect to such person was arbitrary or capricious, the Participant may request arbitration with respect to such decision. The review by the arbitrator shall be limited to determining whether the Administrator’s decision was arbitrary or capricious. This arbitration shall be the sole and exclusive review permitted of the Administrator’s decision, and the Participant shall as a condition to the receipt of an Award be deemed to explicitly waive any right to judicial review.

23. Limitation on Liability. The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee or any other persons as to:

(a) The Non-Issuance of Shares. The non-issuance or sale of Shares (including under Section 16 above) as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder.

(b) Tax Consequences. The Participant is responsible for, and by accepting an Award under the Plan agrees to bear, all taxes of any nature that are legally imposed upon the Participant in connection with an Award, and the Company does not assume, and will not be liable to any party for, any cost or liability arising in connection with such tax liability legally imposed on the Participant. In particular, Awards issued under the Plan may be characterized by the Internal Revenue Service (the “IRS”) as “deferred compensation” under the Code resulting in additional taxes, including in some cases interest and penalties. In the event the IRS determines that an Award constitutes deferred compensation under the Code or challenges any good faith characterization made by the Company or any other party of the tax treatment applicable to an Award, the Participant will be responsible for the additional taxes, and interest and penalties, if any, that are determined to apply if such challenge succeeds, and the Company will not reimburse the Participant for the amount of any additional taxes, penalties or interest that result.

* * *

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TINTRÍ, INC.

2008 STOCK PLAN

NOTICE OF STOCK OPTION GRANT

[NAME]

You have been granted an option to purchase Common Stock of Tintrí, Inc. (the “Company”) as follows:

Board Approval Date:
Date of Grant:
Exercise Price per Share:
Total Number of Shares Granted:
Total Exercise Price:
Type of Option:	Incentive Stock Option
Expiration Date:
Vesting Commencement Date:
Vesting/Exercise Schedule:	So long as you are in Continuous Service Status with the Company (as defined in the Tintrí, Inc. 2008 Stock Plan), the Shares underlying this Option shall vest and become exercisable in accordance with the following schedule: [Insert vesting schedule.]

Termination Period:

This Option may be exercised for 90 days after termination of Optionee’s employment or consulting relationship except as set out in Section 5 of the Stock Option Agreement (but in no event later than the Expiration Date). Optionee is responsible for keeping track of these exercise periods following termination for any reason of his or her service relationship with the Company. The Company will not provide further notice of such periods.

Transferability:

This Option may not be transferred.

By your signature and the signature of the Company’s representative below, you and the Company agree that this option is granted under and governed by the terms and conditions of the Tintrí, Inc. 2008 Stock Plan and the Stock Option Agreement, both of which are attached and made a part of this document. You agree to execute and deliver a counterpart signature page to that certain Voting Agreement by and among the Company, the Investors named on Exhibit A thereto and the Common Holders named on Exhibit B thereto, as may be amended from time to time, and hereby agree to be bound by all of the terms and conditions of such Voting Agreement.

In addition, you agree and acknowledge that your rights to any Shares underlying the Option will be earned only as you provide services to the Company over time, that the grant of the Option is not as consideration for services you rendered to the Company prior to your Vesting Commencement Date, and that nothing in this Notice or the attached documents confers upon you any right to continue your employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause.

The per share “Exercise Price” is intended to be at least equal to 100% of the fair market value of the Company’s Common Stock at the date of grant. The Company has attempted in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree. If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on you, including interest and penalties under Internal Revenue Code Section 409A. While we think this is an unlikely event, we cannot provide absolute assurance and you may want to consult your own tax adviser with any questions.

[Signature page follows]

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	TINTRÍ, INC.
	By:
NAME	Name:	Ken Klein
	Title:	Chief Executive Officer

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) (i) was not intended or written to be used, and cannot be used, for the purpose of avoiding any tax penalty and (ii) was not written to promote, market or recommend the transaction or matter addressed in the communication. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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TINTRÍ, INC.

2008 STOCK PLAN

STOCK OPTION AGREEMENT

1. Grant of Option. Tintrí, Inc., a Delaware corporation (the “Company”), hereby grants to [NAME] (“Optionee”), an option (the “Option”) to purchase the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Stock Option Grant (the “Notice”), at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms, definitions and provisions of the Tintrí, Inc. 2008 Stock Plan (the “Plan”) adopted by the Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.

2. Designation of Option. This Option is intended to be an Incentive Stock Option as defined in Section 422 of the Code only to the extent so designated in the Notice, and to the extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock Option under Applicable Law, then it is intended to be and will be treated as a Nonstatutory Stock Option.

Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the Company or any Parent or Subsidiary, including under other plans of the Company) that first become exercisable in any calendar year have an aggregate fair market value (determined for each Share as of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section 5(c) of the Plan.

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the Vesting/Exercise Schedule set out in the Notice and with the provisions of Section 9 of the Plan as follows:

(a) Right to Exercise.

(i) This Option may not be exercised for a fraction of a share.

(ii) In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Section 5 below, subject to the limitations contained in this Section 3.

(iii) In no event may this Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(b) Method of Exercise.

(i) This Option shall be exercisable by execution and delivery of the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Exercise Agreement”) or of any other form of written notice approved for such purpose by the Company which shall state Optionee’s election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by Optionee and shall be delivered to the Company by such means as are determined by the Plan Administrator in its discretion to constitute adequate delivery. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

(ii) As a condition to the exercise of this Option and as further set forth in Section 11 of the Plan, Optionee agrees to make adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the vesting or exercise of the Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise.

(iii) The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of the Option unless such issuance or delivery would comply with the Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel. 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 federal or state securities or other law or regulation, including any rule under Part 221 of Title 12 of the Code of Federal Regulations as promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by the Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Optionee on the date on which the Option is exercised with respect to such Shares.

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination of the following, at the election of Optionee:

(a) cash or check;

(b) cancellation of indebtedness;

(c) subject to any requirements of Applicable Laws, delivery of Optionee’s promissory note having such recourse, interest, security and redemption provisions as the Administrator determines to be appropriate;

(d) by surrender of other shares (meaning, shares not subject to this Option) of Common Stock of the Company that have an aggregate Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised. In the case of shares acquired directly or indirectly from the Company, such shares must have been owned by Optionee for more than six (6) months on the date of surrender (or such other period of time as is necessary to avoid the Company’s incurring adverse accounting charges); or

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(e) following the date, if any, upon which the Common Stock is a Listed Security, and if the Company is at such time permitting “same day sale” cashless brokered exercises, delivery of a properly executed exercise notice together with irrevocable instructions to a broker participating in such cashless brokered exercise program to deliver promptly to the Company the amount required to pay the exercise price (and applicable withholding taxes).

5. Termination of Relationship; Early Termination of Option. Following the date of termination of Optionee’s Continuous Service Status for any reason (the “Termination Date”), Optionee may exercise the Option only as set forth in the Notice and this Section 5. To the extent that Optionee is not entitled to exercise this Option as of the Termination Date, or if Optionee does not exercise this Option within the Termination Period set forth in the Notice or the termination periods set forth below, the Option shall terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice.

(a) Termination. In the event of termination of Optionee’s Continuous Service Status other than as a result of Optionee’s disability or death or for Cause (as defined in the Plan), Optionee may, to the extent Optionee is vested in the Option Shares at the Termination Date, exercise this Option during the Termination Period set forth in the Notice.

(b) Other Terminations of Relationship. In connection with any termination other than a termination covered by Section 5(a), Optionee may exercise the Option only as described below:

(i) Termination upon Disability of Optionee. In the event of termination of Optionee’s Continuous Service Status as a result of Optionee’s disability, Optionee may, but only within twelve (12) months from the Termination Date, exercise this Option to the extent Optionee was vested in the Option Shares as of such Termination Date.

(ii) Death of Optionee. In the event of the death of Optionee (a) during the term of this Option and while an Employee or Consultant of the Company and having been in Continuous Service Status since the date of grant of the Option, or (b) within thirty (30) days after Optionee’s Termination Date, the Option may be exercised at any time within twelve (12) months following the date of death by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent Optionee was vested in the Option as of the Termination Date.

(iii) Termination for Cause. In the event Optionee’s Continuous Service Status is terminated for Cause, the Option shall terminate immediately upon such termination for Cause as set forth in Section 9(b)(iv) of the Plan. In the event Optionee’s employment or consulting relationship with the Company is suspended pending investigation of whether such relationship shall be terminated for Cause, all Optionee’s rights under the Option, including the right to exercise the Option, shall be suspended during the investigation period, also as set forth in Section 9(b)(iv) of the Plan. The Administrator shall have authority to effect such procedures and take such actions as are necessary to carry out the legal intent of this

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Section 5(b)(iii), including such procedures and actions as are required to cause Optionee to return to the Company Shares purchased under the Option that have been purchased or that vested within six months of the events giving rise to the for-Cause termination of Optionee’s Continuous Service Status and, if such Shares have been transferred by the Optionee, to remit to the Company the value of such transferred Shares, also as set forth in Section 9(b)(iv) of the Plan.

(c) Termination of Option. This Option may terminate prior to its Expiration Date and prior to the dates specified under Section 5(a) and (b) above under certain circumstances as set forth in Section 13 of the Plan.

6. Non-Transferability of Option. Except as otherwise set forth in the Notice, 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 Optionee only by him or her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

7. Tax Consequences. The Company has not provided any tax advice with respect to this Option or the disposition of the Shares. Optionee should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, exercise, assignment, release, cancellation or any other disposal of this Option (each, a “Trigger Event”) and on any subsequent sale or disposition of the Shares. Optionee should also take advice in respect of the taxation indemnity provisions under Section 8 below. The per share Exercise Price of the Option is intended to be at least equal to the fair market value of the Company’s Common Stock at the date of grant. The Company has attempted in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree. If the IRS does not agree and asserts the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on Optionee, including interest and penalties under Internal Revenue Code Section 409A. While the Company thinks this is an unlikely event, the Company cannot provide absolute assurance and Optionee may want to consult Optionee’s own tax adviser with any questions.

8. Optionee’s Taxation Indemnity.

(a) To the extent permitted by law, Optionee hereby agrees to indemnify and keep indemnified the Company and the Company as trustee for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of Optionee’s country or citizenship and/or residence to the extent arising from a Trigger Event or arising out of the acquisition, retention and disposal of the Shares.

(b) The Company shall not be obliged to allot and issue any of the Shares or any interest in the Shares unless and until Optionee has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Option Tax Liability”), or Optionee has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Option Tax Liability will be recovered from Optionee within such period as the Company may then determine.

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9. Data Protection.

(a) To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information about Optionee and to transfer this data to certain third parties such as brokers with whom Optionee may elect to deposit any share capital under the Plan. Optionee consents to the Company (or its payroll administrators) collecting, holding and processing Optionee’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.

(b) Optionee understands that Optionee may, at any time, view Optionee’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer Optionee’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Optionee.

10. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

12. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

13. Effect of Agreement. Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the Option terms), and hereby accepts this Option and agrees to be bound by its contractual terms as set forth herein and in the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Plan Administrator regarding any questions relating to the Option. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of the Notice and this Agreement, the Plan terms and provisions shall prevail. The Option, including the Plan, constitutes the entire agreement between Optionee and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter.

[Signature Page Follows]

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This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

OPTIONEE	TINTRÍ, INC.
	By:
(Signature)
	Name:
(Printed Name)
Dated:	Title:

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EXHIBIT A

TINTRÍ, INC.

2008 STOCK PLAN

EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

This Agreement (“Agreement”) is made as of                     , by and between Tintrí, Inc., a Delaware corporation (the “Company”), and [NAME] (“Purchaser”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Company’s 2008 Stock Plan (the “Plan”).

1. Exercise of Option. Subject to the terms and conditions hereof, Purchaser hereby elects to exercise his or her option to purchase                     shares of the Common Stock (the “Shares”) of the Company under and pursuant to the Plan and the Stock Option Agreement dated                     (the “Option Agreement”). The purchase price for the Shares shall be $        per Share for a total purchase price of $        . The term “Shares” refers to the purchased Shares and all securities received in replacement of the Shares or as stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser’s ownership of the Shares.

2. Time and Place of Exercise. The purchase and sale of the Shares under this Agreement shall occur at the principal office of the Company simultaneously with the execution and delivery of this Agreement in accordance with the provisions of Section 3 of the Option Agreement. On such date, the Company will deliver to Purchaser a certificate representing the Shares to be purchased by Purchaser (which shall be issued in Purchaser’s name) against payment of the exercise price therefor by Purchaser by any method listed in Section 4 of the Option Agreement.

3. Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not assign, encumber or dispose of any interest in the Shares except in compliance with the provisions below and applicable securities laws.

(a) Right of First Refusal. Before any Shares held by Purchaser or any transferee of Purchaser (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 3(a) (the “Right of First Refusal”).

(i) 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 terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

(ii) 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 (iii) below.

(iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 3(a) 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.

(iv) 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, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

(v) 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 3(a), 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 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 3 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, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, 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.

(vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 3(a) notwithstanding, the transfer of any or all of the Shares during Purchaser’s lifetime or on Purchaser’s death by will or intestacy to Purchaser’s Immediate Family or a trust for the benefit of Purchaser’s Immediate Family shall be exempt from the provisions of this Section 3(a). “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, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 3.

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(b) Involuntary Transfer.

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the greater of the purchase price paid by Purchaser for the Shares pursuant to this Agreement (as adjusted for any stock splits, stock dividends and the like) or the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of thirty (30) days following receipt by the Company of written notice by the person acquiring the Shares.

(ii) Price for Involuntary Transfer. With respect to any stock to be transferred pursuant to Section 3(b)(i), the Fair Market Value per Share shall be a price set by the Board of Directors of the Company in good faith using a reasonable valuation method in a reasonable manner in accordance with Section 409A of the Code. The Company shall notify Purchaser or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if the Purchaser does not agree with the valuation as determined by the Board of Directors of the Company, the Purchaser shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and the Purchaser and whose fees shall be borne equally by the Company and the Purchaser.

(c) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any stockholder or stockholders of the Company or other persons or organizations.

(d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied.

(e) Termination of Rights. The right of first refusal granted the Company by Section 3(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 3(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal and the right to repurchase described in Sections 3(a) and 3(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 5(a)(ii) herein and delivered to Purchaser.

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4. Investment and Taxation Representations. In connection with the purchase of the Shares, Purchaser represents to the Company the following:

(a) Purchaser 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 Shares. Purchaser is purchasing these securities for investment for his or her 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 or under any applicable provision of state law. Purchaser does not have any present intention to transfer the Shares to any person or entity.

(b) Purchaser understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein.

(c) Purchaser further acknowledges and 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. Purchaser further acknowledges and understands that the Company is under no obligation to register the securities. Purchaser understands that the certificate(s) evidencing the securities will be imprinted with a legend which prohibits the transfer of the securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

(d) Purchaser is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Purchaser understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Shares has held the Shares for certain specified time periods, and under certain circumstances, that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Purchaser acknowledges and agrees to the restrictions set forth in paragraph (e) below.

(e) Purchaser further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

(f) Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser’s purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.

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(g) Purchaser understands that the per share “Exercise Price” for the Shares is intended to be at least equal to the fair market value of the Company’s Common Stock at the date of grant and that the Company has attempted in good faith to make the fair market value determination in compliance with applicable tax law although there can be no certainty that the IRS will agree. Purchaser understands that if the IRS does not agree and asserts that the fair market value at the time of grant is higher than the Exercise Price, the IRS could seek to impose greater taxes on Purchaser, including interest and penalties under Internal Revenue Code Section 409A.

5. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED UNLESS EFFECTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR UNDER ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT OF 1933 (AS TO WHICH AVAILABILITY THE COMPANY MAY REQUIRE THE SELLER/TRANSFEROR TO PROVIDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(b) Stop-Transfer Notices. Purchaser 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.

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(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

6. No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Purchaser’s employment or consulting relationship, for any reason, with or without cause.

7. Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Purchaser agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however or whenever acquired (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

8. Tax Consequences. Purchaser should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, issuance, purchase, retention, assignment, release, cancellation, sale or any other disposal of the Shares (each, a “Trigger Event”). Participant should also take advice in respect of the taxation indemnity provisions under Section 9 below.

9. Purchaser’s Taxation Indemnity.

(a) To the extent permitted by law, Purchaser hereby agrees to indemnify and keep indemnified the Company and the Company as trustee for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of Purchaser’s country or citizenship and/or residence to the extent arising from a Trigger Event.

(b) The Company shall not be obliged to allot and issue any of the Shares or any interest in the Shares unless and until Purchaser has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Shares Tax Liability”), or Purchaser has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Shares Tax Liability will be recovered from Purchaser within such period as the Company may then determine.

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10. Data Protection.

(a) To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information about Purchaser and to transfer this data to certain third parties such as brokers with whom Purchaser may elect to deposit any share capital under the Plan. Purchaser consents to the Company (or its payroll administrators) collecting, holding and processing Purchaser’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.

(b) Purchaser understands that Purchaser may, at any time, view Purchaser’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer Purchaser’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Purchaser.

11. Miscellaneous.

(a) Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

(b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.

(c) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

(d) Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

(e) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice.

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(f) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

(g) Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

[Signature Page Follows]

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The parties have executed this Exercise Notice and Restricted Stock Purchase Agreement as of the date first set forth above.

COMPANY:

TINTRÍ, INC.

By:

Name:

Title:

PURCHASER:

(Signature)

(Printed Name)

Address:

I,                             , spouse of [NAME] have read and hereby approve the foregoing Agreement. In consideration of the Company’s granting my spouse the right to purchase the Shares as set forth in the Agreement, I hereby agree to be irrevocably bound by the Agreement and further agree that any community property or other such interest shall hereby be similarly bound by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement.

Spouse of [NAME]

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RECEIPT

The undersigned hereby acknowledges receipt of Certificate No.      for                 shares of Common Stock of Tintrí, Inc.

Dated:
	[NAME]

RECEIPT

Tintrí, Inc. (the “Company”) hereby acknowledges receipt of a (check as applicable):

A check in the amount of $        

The cancellation of indebtedness in the amount of $        

A promissory note in the amount of $        

Certificate No.      representing                 shares of the Company’s

Common Stock with a fair market value of $        

given by [NAME] as consideration for Certificate No.      for             shares of Common Stock of the Company.

Dated:
	TINTRÍ, INC.
	By:
	Name:
	Title:

TINTRI, INC.

2008 STOCK PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Tintri, Inc. hereby grants to Participant an Award of Restricted Stock Units, subject to all of the terms and conditions of the Tintri, Inc. 2008 Stock Plan (the “Plan”) and of this Restricted Stock Unit Award Agreement (the “Agreement”). For purposes of this Agreement, any terms defined in the Plan will have the same meanings in this Agreement unless otherwise specifically defined in this Agreement.

I. NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Name (“Participant”):

Address:

Date of Grant:

Vesting Commencement Date:

Number of Restricted Stock Units:

Expiration Date:

Vesting Schedule:

Two vesting requirements must be satisfied on or before the Expiration Date in order for a Restricted Stock Unit to vest (in whole or in part) – a time and service-based requirement (the “Time-Based Component”) and the occurrence of a Liquidity Event (the “Performance-Based Component”). If both the Time-Based Component and the Performance-Based Component are satisfied, the Restricted Stock Unit will vest on the first date upon which both of those requirements were satisfied with respect to that particular Restricted Stock Unit.

Time-Based Component: The Time-Based Component will be satisfied as to 50% of the Restricted Stock Units on each of the first two anniversaries of the Vesting Commencement Date, subject to Participant’s Continuous Service Status remaining in effect through the applicable date.

Performance-Based Component: The Performance-Based Component will be satisfied on the earlier of (i) a Change of Control or (ii) the first date following the expiration of all lockup and blackout periods following an Initial Public Offering (defined below) (each, a “Liquidity Event”), in either case, prior to the Expiration Date, and subject to Participant’s Continuous Service Status remaining in effect through the applicable date.

Upon the earlier of (i) Participant’s Continuous Service Status ceasing, for any or no reason, or (ii) the Expiration Date before Participant vests in the Restricted Stock Units, the unvested Restricted Stock Units and Participant’s right to acquire any Shares with respect to such unvested Restricted Stock Units will immediately terminate.

For purposes of this Vesting Schedule,

“Change of Control” has the meaning under the Plan, provided that a transaction will not be deemed a Change of Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, 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 (“Section 409A”).

“Initial Public Offering” means the consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement 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.

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 Agreement an Award of Restricted Stock Units under the Plan, subject to all of the terms and conditions in this Agreement and the Plan, which is incorporated herein by reference. Notwithstanding any contrary provision of this Agreement, in the event of a conflict between the terms and conditions of the Plan and of this Agreement, the terms and conditions of the Plan will control.

2. Company’s Obligation to Pay. Each Restricted Stock Unit represents the right to receive a Share on the date it vests. 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 in settlement of any such Restricted Stock Units. Prior to actual payment in settlement 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. If the Shares have not been registered under the Securities Act at the time any Shares under this Award are paid to Participant, Participant shall, if required by the Company, concurrently with the receipt of any Shares under this Award of Restricted Stock Units, deliver to the Company his or her executed Investment Representation Statement in the form attached hereto as Exhibit A.

4. Vesting Schedule. Subject to Section 7, the Restricted Stock Units awarded by this Agreement will vest in accordance with the vesting schedule set forth in the Notice of Grant of Restricted Stock Units in Part I of this Agreement, subject to Participant’s Continuous Service Status remaining in effect through each applicable vesting date. Notwithstanding anything to the contrary herein, the Administrator, in its discretion, may at any time accelerate the vesting of all or a portion of any unvested Restricted Stock Units, subject to the terms of the Plan. If so accelerated, such Restricted Stock Units will be considered as having vested as of the date specified by the Administrator, and subject to the provisions of this Section 4, the payment in settlement of such accelerated Restricted Stock Units will be made as provided in Section 6.

5. Lock-Up Period. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Participant hereby agrees not to sell, make any short sale

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of, loan, grant any Restricted Stock Units for the purchase of, or otherwise dispose of any securities of the Company, however and whenever acquired, (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed 180 days but subject to such extension or extensions as may be required by the underwriters in order to publish research reports while complying with Rule 2711 of the National Association of Securities Dealers, Inc.) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the initial public offering.

6. Payment after Vesting. Subject to Section 10, any Restricted Stock Units that vest will be settled by payment to Participant (or in the event of Participant’s death, to his or her properly designated beneficiary or estate) in whole Shares. Subject to the provisions of the next paragraph, and in either case, such payment will be made as soon as practicable after vesting, but in no event shall such payment be made after the later of (i) the 15^th day of the 3^rd month following the end of the calendar year in which the Restricted Stock Units vest or (ii) the 15^th day of the 3^rd month following the end of the Company’s tax year in which the Restricted Stock Units vest. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of payment in settlement of any Restricted Stock Units payable under this Agreement. Notwithstanding anything herein to the contrary, any Restricted Stock Units that satisfy all or a portion of the Time-Based Component on or prior to the satisfaction of the Performance-Based Component and vest on the date the Performance-Based Component is satisfied will be settled to Participant in Shares in equal installments on the five (5) consecutive trading days immediately following the date the Performance-Based Component is satisfied.

Notwithstanding anything in the Plan or this Agreement to the contrary, the Company is not obligated, and will have no liability for failure, to issue or deliver any Shares in connection with settlement of any Restricted Stock Units unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in consultation with its legal counsel.

7. Forfeiture Upon Termination of Continuous Service Status. Notwithstanding any contrary provision of this Agreement, if Participant’s Continuous Service Status ceases for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company on the date of termination of Participant’s Continuous Service Status, and Participant will have no further rights with respect to those Restricted Stock Units. For the avoidance of doubt, if the Expiration Date occurs before the date of termination of Participant’s Continuous Service Status, any unvested Restricted Stock Units immediately will be forfeited.

8. Death of Participant. Any distribution or delivery to be made to Participant under this 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 (i) written notice of his or her status as transferee, and (ii) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to the transfer.

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9. Tax Consequences. The Company has not provided any tax advice with respect to this Award of Restricted Stock Units or the disposition of Shares (if any) received in respect thereof. Participant should obtain advice from an appropriate independent professional adviser with respect to the taxation implications of the grant, vesting, settlement, assignment, release, cancellation or any other disposal of this Award of Restricted Stock Units (each, a “Triggering Event”) and on any subsequent sale or disposition of Shares (if any) received in respect of this Award of Restricted Stock Units. Participant should also seek advice in respect of the taxation indemnity provisions under Section 10 below.

10. Tax Withholding.

(a) Participant acknowledges that, regardless of any action taken by the Company, 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 or deemed by the Company in its discretion to be an appropriate charge to Participant even if legally applicable to the Company (“Tax-Related Items”) will be Participant’s sole responsibility and may exceed the amount actually withheld by the Company.

(b) Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements satisfactory to the Company and/or Parent or Subsidiary that directly employs Participant (the “Employer”) to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company or its agent to satisfy their withholding obligations with regard to all Tax-Related Items, if any, by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to Participant by the Company or the Employer; (ii) causing Participant to tender a cash payment; (iii) entering on Participant’s behalf (pursuant to this authorization without further consent) into a “same day sale” commitment with a broker dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby Participant irrevocably elects to sell a portion of the Shares to be delivered under the Award to satisfy the Tax-Related Items and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax-Related Items directly to the Company and/or its Affiliates; or (iv) withholding Shares from the Shares issued or otherwise issuable to Participant in connection with the Award with a fair market value (measured as of the date Shares are issued to Participant or, if and as determined by the Company, the date on which the Tax-Related Items are required to be calculated) equal to the amount of such Tax-Related Items. [If, at the time the relevant Tax-Related Items are due, the Shares are traded on any established stock exchange or a national market system or the Shares are regularly quoted by a recognized securities dealer, then, unless determined otherwise by the Administrator, the method described in clause (iii) of the previous sentence will be the method by which such Tax-Related Items are satisfied, subject to applicable laws.]

(c) Depending on the withholding method employed, 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 either case, provided the amount being withheld would not result in an adverse impact for financial accounting purposes. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested portion of the Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

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(d) 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 any of the means previously described. Notwithstanding any contrary provision of the Plan, the Notice of Grant or of this Agreement, if Participant fails to make satisfactory arrangements for the payment of any Tax-Related Items when due, Participant permanently will forfeit the Restricted Stock Units on which the Tax-Related Items were not satisfied and also will permanently forfeit any right to receive shares of Common Stock thereunder. In that case, the Restricted Stock Units will be returned to the Company at no cost to the Company.

11. Tax Indemnity.

(a) To the extent permitted by law, Participant hereby agrees to indemnify and keep indemnified the Company, and the Company as trustee for and on behalf of any affiliate entity, in respect of any liability or obligation of the Company and/or any affiliate entity to account for income tax or any other taxation provisions under the laws of Participant’s country or citizenship and/or residence to the extent arising from the Triggering Event or arising out of the acquisition, retention and/or disposal of the Shares.

(b) The Company shall not be obliged to issue any of the Shares or any interest in the Shares unless and until Participant has paid to the Company such sum as is, in the opinion of the Company, sufficient to indemnify the Company in full against any liability the Company has for any amount of, or representing, income tax or any other tax arising from a Trigger Event (the “Tax Liability”), or Participant has made such other arrangement as in the opinion of the Company will ensure that the full amount of any Tax Liability will be recovered from Participant within such period as the Company may then determine.

12. 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 any Shares deliverable hereunder. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 13 of the Plan.

13. No Employment Rights. Nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company, or a parent or subsidiary of the Company, to terminate Participant’s employment or consulting relationship, for any reason, with or without cause.

14. Data Protection.

(a) To facilitate the administration of the Plan and this Agreement, it will be necessary for the Company (or its payroll administrators) to collect, hold and process certain personal information about Participant and to transfer this data to certain third parties, such as brokers with whom Participant may elect to deposit any share capital under the Plan. Participant

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consents to the Company (or its payroll administrators) collecting, holding and processing Participant’s personal data and transferring this data to the Company or any other third parties insofar as is reasonably necessary to implement, administer and manage the Plan.

(b) Participant understands that Participant may, at any time, view Participant’s personal data, require any necessary corrections to it or withdraw the consents herein in writing by contacting the Company, but acknowledges that without the use of such data it may not be practicable for the Company to administer Participant’s involvement in the Plan in a timely fashion or at all and this may be detrimental to Participant.

15. Grant is Not Transferable. Except to the limited extent provided in Section 8, this Award and the rights and privileges conferred hereby shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution.

16. Limitations on Transfer. In addition to any other limitation on transfer created by applicable securities laws, Participant shall not assign, encumber or dispose of any interest in the Shares acquired or that may be acquired pursuant to this Award of Restricted Stock Units except in compliance with the provisions below and applicable securities laws.

(a) Right of First Refusal. Before any Shares issued pursuant to this Agreement that are held by Participant or any transferee of Participant (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 16(a) (the “Right of First Refusal”).

(i) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (A) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (B) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (C) the number of Shares to be transferred to each Proposed Transferee; and (D) the terms and conditions of each proposed sale or transfer. The Holder shall offer the Shares at the same price (the “Offered Price”) and upon the same terms (or terms as similar as reasonably possible) to the Company or its assignee(s).

(ii) 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 (iii) below.

(iii) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 16(a) 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.

(iv) 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, or by any combination thereof within 30 days after receipt of the Notice or in the manner and at the times set forth in the Notice.

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(v) 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 16(a), 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 60 days after the date of the Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws and the Proposed Transferee agrees in writing that the provisions of this Section 16 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, or if the Holder proposes to change the price or other terms to make them more favorable to the Proposed Transferee, 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.

(vi) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 16(a) 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 16(a). “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, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 16.

(b) Involuntary Transfer.

(i) Company’s Right to Purchase upon Involuntary Transfer. In the event, at any time after the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including death or divorce, but excluding a transfer to Immediate Family as set forth in Section 16(a)(vi) above) of all or a portion of the Shares by the record holder thereof, the Company shall have an option to purchase all of the Shares transferred at the Fair Market Value of the Shares on the date of transfer. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such Shares shall be provided to the Company for a period of 30 days following receipt by the Company of written notice by the person acquiring the Shares.

(ii) Price for Involuntary Transfer. With respect to any Shares to be transferred pursuant to Section 16(b)(i), the Fair Market Value per Share shall be a price set by the Board in good faith using a reasonable valuation method in a reasonable manner in accordance with Section 409A. The Company shall notify Participant or his or her executor of the price so determined within thirty (30) days after receipt by it of written notice of the transfer or proposed transfer of Shares. However, if Participant does not agree with the valuation as determined by the Board, Participant shall be entitled to have the valuation determined by an independent appraiser to be mutually agreed upon by the Company and Participant and whose fees shall be borne equally by the Company and Participant.

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(c) Assignment. The right of the Company to purchase any part of the Shares may be assigned in whole or in part to any stockholder or stockholders of the Company or other persons or organizations.

(d) Restrictions Binding on Transferees. All transferees of Shares or any interest therein will receive and hold such Shares or interest subject to the provisions of this Agreement. Any sale or transfer of the Company’s Shares shall be void unless the provisions of this Agreement are satisfied.

(e) Termination of Rights. The right of first refusal granted the Company by Section 16(a) above and the option to repurchase the Shares in the event of an involuntary transfer granted the Company by Section 16(b) above shall terminate upon the first sale of Common Stock of the Company to the general public pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Upon termination of the right of first refusal and the right to repurchase described in Sections 16(a) and 16(b) above, a new certificate or certificates representing the Shares not repurchased shall be issued, on request, without the legend referred to in Section 17(a) herein and delivered to Participant.

17. Restrictive Legends and Stop-Transfer Orders.

(a) Legends. The certificate or certificates representing the Shares shall bear the following legends (as well as any legends required by applicable state and federal corporate and securities laws):

(i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED UNLESS EFFECTED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR UNDER ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT OF 1933 (AS TO WHICH AVAILABILITY THE COMPANY MAY REQUIRE THE SELLER/TRANSFEROR TO PROVIDE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY).

(ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

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(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.

18. Compliance with Section 409A. This Award is intended to be exempt from Section 409A of the Code by satisfying the requirements of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that this Award of Restricted Stock Units fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if Participant is a “specified employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any Shares that otherwise would be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled date(s) and instead will be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the Shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the Shares is necessary to avoid the imposition of taxation on Participant in respect of the Shares under Section 409A. Each installment of Shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding any contrary provision of the Plan, the Notice of Grant, or of this Agreement, under no circumstances will the Company reimburse Participant for any taxes or other costs under Section 409A or any other tax law or rule. All such taxes and costs are solely Participant’s responsibility.

19. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such party’s address as set forth below or as subsequently modified by written notice. Participant agrees to notify the Company upon any change in the residence address indicated below.

20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Award of Restricted Stock Units 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.

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21. 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.

22. Successors and Assigns. The rights and benefits of this Agreement shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. The rights and obligations of Participant under this Agreement may only be assigned with the prior written consent of the Company.

23. Interpretation. The Administrator will have the power to interpret the Plan and this 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 made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. 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 Agreement.

24. Severability. If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

25. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.

26. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

27. Entire Agreement and Modifications to the Agreement. This Agreement, the Plan, and the Investment Representation Statement attached hereto constitute the entire agreement between Participant and the Company on the subject matter hereof and supersedes all proposals, written or oral, and all other communications between the parties relating to such subject matter. Participant expressly acknowledges that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein.

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Modifications to this 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 Agreement, the Company reserves the right to revise this 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.

28. Acknowledgements. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof (and has had an opportunity to consult counsel regarding the terms and conditions of this Award of Restricted Stock Units), and hereby accepts this Award of Restricted Stock Units and agrees to be bound by its contractual terms as set forth herein and in the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Administrator regarding any questions relating to this Award of Restricted Stock Units, this Agreement, and the Plan.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one document.

PARTICIPANT:	TINTRI, INC.
Signature	By
Print Name	Title
Dated

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EXHIBIT A

INVESTMENT REPRESENTATION STATEMENT

PARTICIPANT	:
COMPANY	:	TINTRI, 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 purchasing these Securities for investment for his or her 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 or under any applicable provision of state law. Participant does not have any present intention to transfer the Securities to any person or entity.

(b) Participant understands that the Securities have not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein.

(c) Participant further acknowledges and 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(s) evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

(d) Participant is familiar with the provisions of Rules 144 and 701, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the issuer of the securities (or from an affiliate of such issuer), in a non-public offering subject to the satisfaction of certain conditions. Participant understands that the Company provides no assurances as to whether he or she will be able to resell any or all of the Securities pursuant to Rule 144 or Rule 701, which rules require, among other things, that the Company be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, that resales of securities take place only after the holder of the Securities has held the Securities for certain specified time periods, and under certain

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circumstances, and that resales of securities be limited in volume and take place only pursuant to brokered transactions. Notwithstanding this paragraph (d), Participant acknowledges and agrees to the restrictions set forth in paragraph (e) below.

(e) Participant further understands that in the event all of the applicable requirements of Rule 144 or 701 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption will be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 or 701 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.

(f) Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Securities. Participant represents that Participant has consulted any tax consultants Participant deems advisable in connection with the purchase or disposition of the Securities and that Participant is not relying on the Company for any tax advice.

PARTICIPANT

Signature

Print Name

Date

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EX-10.9

Exhibit 10.9

TINTRI, 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 Tintri, 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.

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(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) 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) customer renewals, (vii) customer retention rates from an acquired company, subsidiary, business unit or division, (viii) earnings (which may include earnings before interest and taxes, earnings before taxes, and net taxes), (ix) earnings per share, (x) expenses, (xi) gross margin, (xii) internal rate of return, (xiii) market share, (xiv) net income, (xv) net profit, (xvi) net sales, (xvii) new product development, (xviii) new product invention or innovation, (xix) number of customers, (xx) operating cash flow, (xxi) operating expenses, (xxii) operating income, (xxiii) operating margin, (xxiv) overhead or other expense reduction, (xxv) product defect measures, (xxvi) product release timelines, (xxvii) productivity, (xxviii) profit, (xxvix) retained earnings, (xxx) return on assets, (xxxi) return on capital, (xxxii) return on equity, (xxxiii) return on investment, (xxxiv) return on sales, (xxxv) revenue, (xxxvi) revenue growth, (xxxvii) sales results, (xxxviii) sales growth, (xxxvix) stock price, (xxxx) time to market, (xxxxi) total stockholder return, (xxxxii) working capital, (xxxxiii) unadjusted or adjusted actual contract value, (xxxxiv) unadjusted or adjusted total contract value, and (xxxxv) 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, 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.

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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-10.10

Exhibit 10.10

LEASE AGREEMENT

THIS LEASE is mutually agreed to and executed in duplicate as of March 28, 2014 by and between Ravendale Partners, LLC, a California Limited Liability Company (hereinafter called “Landlord”), and Tintri, Inc., a Delaware Corporation (hereinafter called “Tenant”).

1. PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those certain premises shown and outlined in red on “Exhibit A,” situated in the City of Mountain View, County of Santa Clara, State of California, (the “Premises”), and more particularly described as follows:

That approximate 67,000 sq. ft. industrial-office building commonly known as 301-311 Ravendale Drive, Mountain View, CA (the “Building”), and the approximate 4.15 acre parcel of real property upon which the Building is situated, designated as APN 165-37-012, together with all improvements situated thereon.

The term “Premises” is hereby defined to include (i) any improvements now or hereafter installed therein or attached thereto, and (ii) the reasonable non-exclusive use of parking areas, driveways, sidewalks, exterior trash enclosures, and landscaping areas situated on such real property (herein called “Common Areas”), provided that portions of such parking areas may be reserved for the exclusive use by other tenant(s) or entities. Tenant’s reasonable non-exclusive use of parking areas shall not exceed that percent of the total parking areas which is equal to the ratio which floor space of the Premises bears to 100% of the floor space of the entire Building. The Premises is leased to Tenant in “as is” condition, and any improvements to the Premises not currently existing or not expressly stated in this Lease to be furnished by Landlord shall be made by Tenant at its sole cost and expense. The leased area of the Premises shall be measured from outside of exterior walls to center line of interior walls, and shall include any covered entrances, and any covered or depressed loading areas appurtenant to such Premises. Said letting is subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material part of the consideration for this Lease to perform and observe each and all of said terms, covenants and conditions.

2. TERM. The Term of this Lease shall be for a period of eight (8) years and two (2) months (unless sooner terminated as hereinafter provided), and (subject to Section 3.) shall commence on the 15th day of June, 2014 and end on the 14th day of August, 2022.

3. POSSESSION. Anything herein to the contrary notwithstanding:

A. Possession of the Premises shall be deemed tendered and the Term of the Lease shall commence on June 15, 2014.

B. If by reason of any Unavoidable Delay possession of the Premises cannot be tendered to Tenant on the above date, then the validity of this lease shall not be affected, but rather Landlord shall use its best efforts to tender possession as soon as possible thereafter, in which event the Lease Term and all dates herein shall be advanced according to the interval between such above date and such later date of actual tendered possession.

4. USE. Tenant shall use the Premises only in conformance with applicable governmental laws, regulations, rules and ordinances for the purpose of general office, R&D, light manufacturing, storage and other legal uses related thereto, and no other purpose. Tenant shall not do, keep or permit to be done or kept in or about the Premises: (i) anything which is prohibited by or will in any way increase the existing rate of (or cause the cancellation of) any insurance covering the Premises or any of its contents; nor shall Tenant sell or permit to be kept, used, leased or sold, in or about said Premises, any article which may be prohibited by the standard form of fire insurance policies; (ii) anything which will in any way obstruct or interfere with the rights or quiet enjoyment of other occupants of the Building or neighboring buildings, or injure, annoy or disturb them. Tenant will not allow the Premises to be used for any unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance to exist in, on or about the Premises. No sale by auction shall be permitted on the Premises without Landlord’s prior written consent. Tenant shall not place any loads upon the floors, walls, ceiling, or roof in places which might endanger or damage the same; nor place or spill, nor suffer to be placed or spilled, any harmful substances or Hazardous Materials in the drainage system of the Building, nor on or about the Premises, the Building nor such land; nor overload any electrical, mechanical, HVAC, plumbing, sprinkler, or other systems. No waste materials or refuse shall be permitted to remain upon any part of the Premises nor outside of the Building in which the Premises are a part, except in trash container(s) placed inside exterior enclosures approved by Landlord for that purpose, or inside of the Building in places designated by Landlord. No materials, supplies, equipment, finished or semi-finished products, or articles of any nature shall be stored on the roof (other than air conditioning units) nor outside the Premises. Tenant shall not place anything or allow anything to be placed on or near any window or door which may be seen from outside the Premises, except as may be approved in writing by Landlord. No loudspeaker or other device, system or apparatus which can be heard outside the Premises shall be used in or at the Premises without the prior written consent of Landlord. Tenant shall not commit or suffer to be committed any waste in, upon or about the [UNREADABLE] owners shall in any way affect this Lease, entitle Tenant to any reduction of rent hereunder or result in any liability of Landlord to Tenant. Tenant shall comply with any covenant, condition or restriction of record affecting the Premises. The provisions of this paragraph are for the benefit of Landlord only and shall not be construed to be for the benefit of any other person, or occupant of the Building.

5. RENT.

A. Basic Rent. Tenant agrees to pay to Landlord at such place as Landlord may from time to time designate without deduction, offset, abatement, prior notice, or demand, and Landlord agrees to accept as Basic Rent for the leased Premises, the following sums in lawful money of the United States of America, payable as follows:

The sum of $0 payable from June 15, 2014, through August 14, 2014.

The sum of $204,350.00 payable each month from August 15, 2014, through August 14, 2015.

The sum of $210,480.50 payable each month from August 15, 2015, through August 14, 2016.

The sum of $216,794.92 payable each month from August 15, 2016, through August 14, 2017.

The sum of $223,298.76 payable each month from August 15, 2017, through August 14, 2018.

The sum of $229,997.73 payable each month from August 15, 2018, through August 14, 2019.

The sum of $236,897.66 payable each month from August 15, 2019, through August 14, 2020.

The sum of $244,004.59 payable each month from August 15, 2020, through August 14, 2021.

The sum of $251,324.72 payable each month from August 15, 2021, through August 14, 2022.

B. Time for Payment. The third and last months Basic Rent shall be paid upon execution of this lease, and after the third month the full monthly Basic Rent is due and payable in advance on the first day of each succeeding calendar month of the Lease Term. In the event that the term of this Lease commences on a date other than the first day of a calendar month, then on the date of commencement of such term Tenant shall pay to Landlord as Basic Rent for the period from such date of commencement of the Lease until the first day of the next succeeding calendar month that proportion of the first month’s Basic Rent due hereunder which the number of days between such date of commencement and the first day of the next succeeding calendar month bears to thirty (30). In the event that the term of this Lease for any reason ends on a date other than the last day of a calendar month then on the first day of the last partial calendar month of such term Tenant shall pay to Landlord as Basic Rent for the period from said first day of said last partial calendar month to and including the last day of the term hereof that proportion of the monthly Basic Rent then due hereunder which the number of days between said first day of said last partial calendar month and the last day of the term hereof bears to thirty (30).

C. Late Charges and Interest. Notwithstanding any other provision of this Lease, if Tenant is at any time (or from time to time) in breach or default in the payment of any rent (as set forth in this Section 5.) when due, or in payment of any other sum due under this lease, or any part thereof, Tenant acknowledges that such breach or default or late payment by Tenant to Landlord will cause Landlord to incur costs which are extremely difficult and impracticable to determine. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Landlord by the terms of any encumbrance and note secured by any encumbrance covering the Premises, extraordinary interest charges, penalties, collection costs, attorney(s) and accountant(s) fees, and the like. Therefore, if any payment due from Tenant under this Section 5. or under this lease is not received by Landlord when due (and prior to breach), Tenant shall immediately pay to Landlord an additional sum of ten (10%) percent of the overdue payment as a late charge. The parties agree that such late charge constitutes liquidated damages and represents a fair and reasonable estimate of the costs that Landlord will initially incur by reason of late payment by Tenant. In addition to the above, Tenant shall pay to Landlord simple interest on any rent or any other sums due hereunder which are at any time (or from time to time) in default under the terms hereof, at a per annum rate of interest equal to three (3%) percent above the prime rate of interest per annum as periodically quoted by the Bank of America (or the largest bank then headquartered in California), which interest shall be prorated to the period which such rent or other sums remain unpaid and in breach or default. Acceptance of any late charge or interest payment shall not constitute a waiver of Tenant’s breach or default with respect to the overdue amount, and shall in no way affect or diminish Landlord’s other rights and remedies hereunder, Tenant shall only be considered in breach or default of payment of Basic Rent if the same is not paid within five (5) days after it is due and payable according to the terms hereof.

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D. Additional Rent. Concurrent with the payment of Base Rent (or on the date Base Rent would otherwise have been due but for it being $0 for such period [i.e. the first two months of the Term]), or within ten (10) days after receipt of invoice(s) therefore if such type of expense was not included in Landlord’s estimate of expenses to be paid monthly, Tenant shall immediately pay to Landlord or to Landlord’s designated agent or entity (in addition to Basic Rent and) as Additional Rent which shall be solely calculated and determined by Landlord, the following:

(1) All Taxes relating to the Premises as set forth in Section 11, and

(2) All Insurance premiums relating to the Premises, as set forth in Section 13, and

(3) All charges, costs, expenses and other amounts which Tenant is required to pay under this Lease, together with all interest, late charges, and additional costs and expenses, that may be incurred in the event of Tenant’s breach or default, refusal or failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of any breach or default by Tenant, or failure by Tenant to comply with the terms of this Lease, including without limitation reasonable attorneys and other fees, accounting and other expenses, collection costs, and court costs, whether or not a judgment has been obtained for the same.

(4) With respect to all maintenance, repair, billing and other services performed hereunder by Landlord or others, Tenant shall also reimburse Landlord for third party management fees or three percent (3%) of the gross Basic Rent and Additional Rent payable hereunder if Landlord manages the Premises directly or through an affiliate of Landlord, plus all reasonable out-of-pocket administrative, supervision, accounting and other services or costs relating thereto (if any).

E. The term “rent” shall include without limitation “Basic Rent,” “Additional Rent,” and all other sums payable under this Section 5. In the event of failure by Tenant to pay such Additional Rent or other rent in accordance with the terms hereof, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent.

F. Tenant shall pay by equal monthly installments in advance, on the same day that each payment of Basic Rent is due, the taxes and insurance payments described in Sections 11 and 13 hereof and other costs included in Additional Rent. Landlord shall deliver to Tenant Landlord’s estimate of such installments that Landlord anticipates will be paid or incurred for the year or period in question and Tenant shall pay such estimated equal monthly installment along with each installment of Basic Rent. Promptly following the end of such year or quarterly period, Landlord shall furnish to Tenant a statement in reasonable detail of the actual expenses paid or incurred by Landlord for taxes, insurance and other costs included in Additional Rent during such year or period. Thereafter there shall be an adjustment between Landlord and Tenant, with payment to Landlord or to Tenant as the case may be, within ten (10) business days after delivery by Landlord to Tenant of said statement, to the end that Landlord shall receive the entire amount of Tenant’s proportionate share of such taxes, insurance and other costs for such year or period.

G. Within ninety (90) days after Tenant’s receipt of Landlord’s annual statement of expenses by Landlord and after delivery to Landlord of at least thirty (30) days prior written notice, Tenant, at its sole cost and expense through any certified public accountant designated by it, shall have the right to examine and/or audit the books and records evidencing such costs and expenses for the previous one (1) calendar year, during Landlord’s reasonable business hours and at Landlord’s office but not more frequently than once. Any such accounting firm designated by Tenant may not be compensated on a contingency fee basis. The results of any such audit (and any negotiations between the parties related thereto) shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents, or to the extent necessary for enforcement of rights in a legal proceeding. Landlord and Tenant each shall use its best efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such costs and expenses. If through such audit it is determined that there is a discrepancy of more than three percent (3%) in the total of actual expenses, then Landlord shall reimburse Tenant for the reasonable accounting costs incurred by Tenant in performing such audit, not to exceed $2,000.00. However, if through such audit it is determined that there is a discrepancy of three percent (3%) or less, then Tenant shall reimburse Landlord for the reasonable expenses incurred by Landlord (both in house personnel and third parties) in connection with such audit, such costs not to exceed $2,000.00.

6. SECURITY DEPOSIT. Concurrently with Tenant’s execution of this Lease, Tenant shall deposit with Landlord the additional sum of $408,700.00. Said sum shall be held by Landlord as a Security Deposit for the full and faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant breaches or defaults with respect to any provision of this Lease, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any rent, any breach or default, or for any amount which Landlord may incur or spend by reason of Tenant’s breach or default, or to reimburse or compensate Landlord for any other loss, damage, liability, breach or expense or cost which Landlord may incur or suffer by reason of Tenant’s breach or default, including, without limitation, reimbursement for any real estate commissions paid or costs incurred for preparation for Tenant’s occupancy. If any portion of said Security Deposit is so used, applied or retained, then Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Deposit. If Tenant fully and faithfully performs and observes every provision of this Lease to be performed and observed by Tenant, the Security Deposit or any then unused balance thereof shall be returned to Tenant (or at Landlord’s option, to the last assignee of Tenant’s interest hereunder) after the expiration of the Lease term and after Tenant has vacated and surrendered the Premises in accordance with the terms hereof. Tenant shall not have the right to apply this Security Deposit or [UNREADABLE] transfer the unused balance of said Deposit to Landlord’s successor in interest whereupon Tenant hereby agrees to release Landlord from liability for the return of such Deposit.

7. ACCEPTANCE AND SURRENDER OF PREMISES.

A. Good Working Order. Landlord agrees to deliver the Premises to Tenant with all interior walls clean or freshly painted, all tile floors cleaned and waxed, all carpets cleaned and shampooed, all broken or stained acoustical ceiling tiles replaced, all windows washed inside and out, the existing HVAC system, fire sprinkler system, electrical system, plumbing system, and existing roof membrane in good working order including replacement of any burned out, discolored or broken light bulbs, ballasts or lenses; the sidewalks, driveways, parking areas and landscaping areas in good working order and repair.

B. Acceptance. By entry therein, Tenant accepts the Premises as being in good working order, condition and repair and accepts the Building and improvements included in the Premises in their present “as is” condition and without representation or warranty by Landlord as to the condition of such Premises or Building or as to the use or occupancy which may be made thereof. The Leased Premises have not undergone inspection by a certified access specialist to evaluate compliance with the Americans With Disabilities Act of 1990 (as amended), California Senate Bill 1608 (known as the Construction-Related Accessibility Standards Compliance Act) or any related legal requirement.

C. Surrender. Tenant agrees on the last day of the Lease Term, or on the sooner termination of this Lease, to surrender the Premises promptly and peaceably to Landlord in good condition and repair (damage by Acts of God and normal wear and tear excepted), including without limitation: all interior walls cleaned; all tile floors cleaned, all carpets cleaned and shampooed; all broken, marred, stained or nonconforming acoustical ceiling tiles replaced; the plumbing, electrical, lighting, fire sprinkler and other systems left in good working order and repair, including replacement of any burned out discolored or broken light bulbs, ballasts and lenses; together with all alterations, additions, and improvements which may have been made in, to, or on the Premises (except moveable trade fixtures installed at the expense of Tenant); provided that Tenant shall ascertain from Landlord within thirty (30) days before the end of the term of this Lease whether Landlord desires to have the Premises or any part(s) thereof restored to their original condition and configuration as when the Premises was delivered to Tenant, and if Landlord shall so desire, then Tenant shall so restore said Premises or such part(s) thereof prior to the termination of this Lease at Tenant’s sole cost and expense. Tenant shall, on or before the termination of this Lease, remove all of Tenant’s personal property and trade fixtures from the Premises (unless otherwise agreed to in writing by Landlord), and all property not so removed on or before the end of the term or sooner termination of this Lease shall be deemed abandoned by Tenant and title to same shall thereupon (at Landlord’s option) pass to Landlord without compensation to Tenant. Landlord may, upon termination of this Lease, remove, store, retain and/or sell all moveable personal property and trade fixtures so abandoned by Tenant, at Tenant’s sole cost, and repair any damage caused by such removal at Tenant’s sole cost. If the Premises be not surrendered at the end of the term or sooner termination of this Lease, then Tenant shall indemnify Landlord against loss or liability resulting from the delay by Tenant in so surrendering the Premises, including, without limitation, any loss of rent, damages or any claims made by any succeeding tenant founded on such delay. No act or conduct of Landlord, whether consisting of the acceptance of the keys to the Premises, or otherwise, shall be deemed to be or constitute an acceptance of the surrender of the Premises by Tenant prior to the expiration of the Term hereof, and acceptance by Landlord of surrender by Tenant shall only flow from and must be evidenced by a written acknowledgment of acceptance of surrender signed by Landlord. The voluntary surrender of the Premises by Tenant or a mutual cancellation of this Lease shall not work as a merger with respect to such Lease. At the option of Landlord, any or all existing subleases shall either terminate or shall attorn to Landlord as Landlord may elect. After the expiration or earlier termination of this Lease, Tenant shall execute, acknowledge and deliver to Landlord, within ten (10) days after written demand from Landlord to Tenant, any quitclaim deed or other document required by any reputable title company, licensed to operate in the State of California, to remove the cloud or encumbrance created by this Lease from the real property containing the Premises.

8. ALTERATIONS AND ADDITIONS. Tenant shall not make, or suffer to be made, any alteration or addition to the Premises, or any part thereof, other than painting, carpeting, and repair of existing improvements at a cumulative cost not in excess of $25,000, without the express prior written detailed request to and consent of Landlord first obtained by Tenant. Any repairs, replacements, additions, or alterations to the Premises shall be made at

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Tenant’s sole cost and expense; shall conform to all laws, and shall become at once a part of the Premises and belong to Landlord, except that Tenant shall retain title to all moveable furniture and trade fixtures installed at Tenant’s sole cost. Landlord reserves the right to approve all contractors, suppliers and mechanics proposed by Tenant to make such alterations and additions. Unless otherwise expressly provided by such written consent, all such repairs, replacements, alterations and additions shall be of the same materials and shall conform to the same design and building standards as existed in the Premises upon the date Tenant first took possession thereof. All heating, plumbing, lighting, electrical, air conditioning, partitioning, wall coverings, doors, glass, draperies, window shades, ceilings, carpeting, and floor installations made by Tenant, together with all property that has become an integral part of the Premises, shall not be deemed trade fixtures. Tenant agrees that it will not proceed to make such alterations or additions until ten (10) days after having received written consent from Landlord to do so, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s alterations and additions, Tenant will at all times permit such notices to be posted and remain posted until the completion of work. Tenant shall, if required by Landlord, secure at Tenant’s own cost and expense a completion and lien indemnity bond (satisfactory to Landlord) for such work. Tenant further covenants and agrees that any mechanic’s lien filed against the Premises for work claimed to have been done for Tenant or materials claimed to have been furnished to Tenant, will be paid or discharged by Tenant, by bond or otherwise, within fifteen (15) days after the filing of such lien, at the sole cost and expense of Tenant.

9. COSTS OF OWNERSHIP AND MAINTENANCE.

A. Tenant Maintenance. Tenant shall at all times and at its sole cost and expense, keep, repair, replace and maintain the Premises and every part thereof in good, clean and first-class condition; including (without limitation) janitorial services, garbage collection, all windows (interior and exterior), window frames, plate glass and glazing (destroyed by Tenant, accident or act of third parties), truck doors, plumbing systems (including, without limitation, water and drain lines, sinks, toilets, faucets, drains, showers and water fountains), electrical systems (including, without limitation, panels, conduits, outlets, lighting fixtures, lamps, bulbs, tubes and ballasts), interior HVAC systems (including without limitation, all ducts, thermostats, supply and return grills); interior structural elements and interior surfaces of the Premises, store fronts, wall coverings, window coverings, carpets, floor coverings, partitioning, ceilings, doors (both interior and exterior), including closing mechanisms, latches, locks, skylights, fire alarm and extinguishing systems and equipment, and all other interior improvements of any nature whatsoever, and Tenant’s exterior signs, fountains, waterways and drains. Tenant agrees to provide carpet shields under all rolling personal property, and to be responsible for wear and tear of the carpet caused by any rolling or other equipment if such wear and tear exceeds that caused by normal foot traffic in surrounding areas; and areas of excessive carpet wear shall be replaced at Tenant’s sole expense upon Lease termination. Tenant hereby waives all rights under, and benefits of, Subsection 1 of Section 1932 and Section 1941 and 1942 of the California Civil Code and under any similar law, statute or ordinance now or hereafter in effect. In the event that any of the above maintenance or other responsibilities jointly apply to Tenant and other tenant(s) of Landlord, as where there is common usage with other tenant(s), such maintenance, responsibilities and charges therefor shall be allocated to the Premises by square footage or other equitable basis as calculated and determined solely by Landlord.

B. Landlord’s Ownership and Maintenance Costs/Tenant Obligation to Reimburse. Unless Landlord elects, at any time and at Landlord’s option, that Tenant shall maintain, repair and replace (as necessary) all or any portion of the following at Tenants sole cost and expense, Landlord shall cause to be maintained, repaired and replaced (as necessary) the parking lots, sidewalks, driveways, roof, roof membrane, exterior painted and other surfaces, exterior lighting, plants, flowers, trees and landscaping areas, watering and fertilizing thereof, replacement of plants where necessary, sprinkler systems and drains, the exterior HVAC systems (including without limitation all HVAC roof mounted units, roof mounted ducting, compressors, air handlers, fans, time clocks and the like), exterior glass, building structure, building systems not included within or exclusively serving the Premises. Tenant shall reimburse Landlord as Additional Rent, for all costs and expenses of Landlord in owning, operating, managing, maintaining, repairing and/or replacing (as necessary) any and all portions of the Premises.

10. UTILITIES AND SERVICES. Tenant shall (within ten (10) days after receiving an invoice therefor) pay directly to the entity providing and/or billing the same, i.e. P.G.&E., (or reimburse the entity paying for the same i.e. Landlord, as the case may be), for all charges for water, gas, electricity, telephone, data and other electronic communication service, sewer service, waste and refuse collection, janitorial services, business park association fees (if any), and any other utilities, materials or services furnished directly or indirectly to, for the benefit of, and/or used by Tenant on or about the Premises during the Lease Term, including without limitation any utility surcharge or security deposit or other charge, deposit or the like, and/or any other similar charges. In the event any of the above charges also apply jointly to other tenant(s) of Landlord (i.e. where there is a common meter or common usage with other tenant(s)), Tenant shall pay its prorate share of such charges allocated to the Premises by square footage or other equitable basis as solely calculated, determined, and billed by Landlord. The PG&E and/or other meters for the Property may, at Landlord’s option, be in either Tenant’s or Landlord’s name. In no event shall Landlord be liable for any such charges, computations, notices, billings, payments, advancement of money for payment, security deposits, or reimbursement to or from others with respect to any of the above services, utilities, materials, or charges, and Tenant shall not be entitled to any abatement or reduction of rent by reason of any interruption or failure of such utilities, materials, or services to Tenant or to the Premises during the Lease Term.

                Anything herein to the contrary notwithstanding, with respect to gas, electricity, water, sewer and waste collection services to and for the Premises that are billed to Landlord, Landlord may (at the beginning of each Lease, year or other period during the Lease Term), or from time to time, estimate the average monthly cost of the same during such year or period and Tenant shall pay the amount of such monthly estimate to Landlord as Additional Rent [UNREADABLE] on behalf of Tenant. At the end of such year or quarterly period Landlord will provide Tenant with a statement in reasonable detail of such actual costs paid or incurred, and any difference between estimated and actual costs will be paid to the Tenant or to Landlord as the case may be within ten (10) days after receipt of such statement.

11. TAXES.

A. Real Property Taxes. Tenant shall pay to Landlord in equal estimated monthly installments, all Real Property Taxes relating to the Premises, which shall be considered as Additional Rent payable in accordance with Section 5 of this Lease. In the event the Premises leased hereunder consists of only a portion of the entire parcel being taxed, Tenant shall pay to Landlord the proportionate share of such Real Property Taxes allocated to the Premises during the Lease Term by square footage or other reasonable basis as calculated and determined solely by Landlord. The term “Real Property Taxes,” as used herein, shall mean and include (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including, without limitation, all installments of principal and interest required to pay any general or special assessments for public improvements, and any increases resulting from reassessments caused by any change in ownership of the Premises or otherwise) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy, or use of all or any portion of the Premises (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord’s interest therein; any improvements located within the Premises (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in or about the Premises; and landscaping areas , walkways, parking areas, public utilities, or energy within the Premises; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Premises; and (iii) all costs and fees (including reasonable attorneys’ fees) incurred by Landlord or Tenant in reasonably contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the term of this Lease the taxation or assessment of the Premises prevailing as of the commencement date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Premises or Landlord’s interest therein or (ii) on or measured by the gross receipts, income or rentals from the Premises, on Landlord’s business of leasing the Premises, or based on vehicular ownership, parking, employment, production or the like, or computed in any manner with respect to the operation or existence of the Premises, then any such tax or charge, however designated, shall be included within the meaning of the term “Real Property Taxes” for purposes of this Lease. If any Real Property Tax is based in part upon property or rents unrelated to the Premises, then only that part of such Real Property Tax that is fairly allocable to the Premises shall be included within the meaning of the term “Real Property Taxes.” Notwithstanding the foregoing, the term “Real Property Taxes” shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord’s income from all sources.

If the tax billing pertains entirely to the Premises, and Landlord elects by written notice to Tenant to have Tenant pay such Real Property Taxes directly to the Tax Collector, then in such event it shall be the responsibility of Tenant to obtain all tax and assessment bills pertaining to the Premises, and to pay (prior to delinquency) all Real Property Taxes pertaining to the Premises, and all interest and penalties (if any) for non-payment or late payment thereof. Failure to request or receive a bill for taxes and/or assessments shall not alter or extinguish Tenant’s responsibility to pay the above.

B. Taxes on Tenant’s Property. Tenant shall be liable for and shall pay directly to the appropriate authority prior to delinquency, all taxes levied against or applicable to any personal property, money, business, operation, entity, or trade fixtures owned by Tenant or others and/or placed on or operated by Tenant in or about the Premises during the Leased Term, and any interest or penalties applicable thereto (if any) for non-payment or late payment.

12. TENANT’S INSURANCE. Tenant agrees, at Tenant’s expense, to secure and keep in force during the term of this Lease a policy of comprehensive general liability insurance for personal injury (including death) and property damage occurring in, on or about the Premises, including without limitation

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parking, walkways arid landscaped areas, in the minimum amount of $2,000,000 combined single limit. Such insurance shall be primary and noncontributory with respect to any insurance carried by Landlord. Such policy(ies) shall name Landlord as an additional insured(s), shall insure any liability of Landlord, contingent or otherwise, with respect to acts or omissions of Tenant, its agents, employees or invitees by any conduct or transactions of any of said persons in, about or concerning the Premises, including (without limitation) any failure of Tenant to observe or perform any of its obligations hereunder, and shall contain the insurer’s waiver of subrogation against Landlord, its agents, employees and invitees. Such policy(ies) shall insure performance by Tenant of the indemnity provisions of Section 14. hereof. Such policy(ies) shall be issued by an insurance company licensed to transact business in the State of California and rated no less than A12 by Best’s, and shall provide that such insurance shall not be canceled or materially amended, except upon ten (10) days prior written notice to Landlord. Tenant shall at all times deposit and maintain a current copy or detailed certificate of said policy(ies) with Landlord. Tenant shall at Tenant’s cost maintain policy(ies) of insurance in “all risk” form with a sprinkler damage endorsement insuring the replacement value of all Landlord’s and Tenant’s personal property, inventory, trade fixtures, and leasehold improvements within the Premises for the full replacement value thereof. The proceeds from any of such policies shall be used for the repair or replacement of such items so insured. Tenant shall also maintain policy(ies) of workmen’s compensation insurance and any other employee benefits sufficient to comply with all laws. Tenant shall, at its sole cost and expense, comply with any and all requirements, pertaining to said Premises, of any insurance organization or company, necessary for the maintenance of reasonable fire and public liability insurance.

13. REAL PROPERTY INSURANCE. Landlord shall purchase and keep in force policy(ies) of insurance covering loss or damage to the Premises by reason of fire (extended coverage), and those perils included within the classification of “all risks” insurance (with sprinkler damage and other coverages and/or endorsements desired by Landlord), which insurance shall be in the amount of the full replacement value of the Premises as determined by insurance company appraisers or Landlord’s insurance broker; plus Landlord’s liability insurance; plus rental income insurance in the amount of one hundred (100%) percent of up to twelve (12) months Basic Rent (plus sums paid or payable during such period as Additional Rent). Such coverage shall exclude routine maintenance and repairs and incidental damage or destruction caused by accidents or vandalism for which Tenant is responsible under Section 9. Tenant agrees to pay to Landlord in equal estimated monthly installments as Additional Rent in accordance with Section 5. of this Lease the cost of such insurance coverage; or if Tenant does not lease the entire Building, then Tenant’s proportionate share of the cost of such insurance coverage which shall be allocated during the Lease Term to the Premises by building square footage or other equitable basis as calculated and determined solely by Landlord or Landlord’s insurance broker. If such insurance cost is increased due to Tenant’s particular use of the Premises, Tenant agrees to pay to Landlord the full cost of such increase. Tenant shall have no interest in nor any right to the proceeds (or allocation thereof) of any insurance procured by Landlord for or with respect to the Premises.

14. INDEMNIFICATION & MUTUAL WAIVER.

A. Release and Waiver of Subrogation. The parties hereto release each other, and their respective agents and employees, from any liability for injury to any person or damage to property that is caused by or results from any risk insured against under any valid and collectible insurance policy carried by either of the parties which contains a waiver of subrogation by the insurer and is in force at the time of such injury or damage. This release shall be in effect only so long as the applicable insurance policy contains a clause to the effect that this release shall not affect the right of the insured to recover under such policy. Each party shall use reasonable efforts to cause each insurance policy obtained by it to provide that the insurer waives all right of recovery by way of subrogation against the other party and its agents and employees in connection with any injury or damage covered by such policy. However, if any insurance policy cannot be obtained with such a waiver of subrogation, or if such waiver of subrogation is only available at additional cost and the party for whose benefit the waiver is to be obtained does not pay such additional cost, then the party obtaining such insurance shall notify the other party of that fact and thereupon shall be relieved of the obligation to obtain such waiver of subrogation rights from the insurer with respect to the particular insurance involved.

B. Indemnification of Landlord. Tenant shall hold harmless, indemnify and defend Landlord, and its employees, agents, invitees and contractors, with competent counsel reasonably satisfactory to Landlord, from all liability, penalties, losses, damages, costs, expenses, causes of action, claims and/or judgments arising by reason of any death, bodily injury, personal injury or property damage resulting from (i) any cause or causes whatsoever (other than the willful misconduct or gross negligence of Landlord or its agents, employees or contractors of which Landlord has had notice and a reasonable time to cure, but which Landlord has failed to cure) occurring in or about or resulting from an occurrence in or about the Premises during the Lease Term, (ii) the negligence or willful misconduct of Tenant or its agents, employees, invitees and contractors, wherever the same may occur, or (iii) any breach or default of Tenant hereunder. The provisions of this Section 14.B. shall survive the expiration or sooner termination of this lease.

C. Indemnification of Tenant. Landlord shall defend, indemnify and hold harmless Tenant from any loss, liability, damage, cost and expense arising from the gross negligence or willful misconduct of Landlord, and its employees, agents and contractors with respect to the Premises and of which Landlord had actual notice and reasonable time to cure, but which Landlord has failed to cure.

15. ASSIGNMENT, SUBLETTING & TRANSFERS. The following provisions shall apply to any assignment, subletting or other transfer by Tenant or any subtenant or assignee or other successor in interest of the original Tenant (collectively referred to in this Section 15. as “Tenant”):

A. Tenant shall not do any of the following (collectively referred to herein as a “Transfer”), whether voluntarily, involuntarily or by operation of law [UNREADABLE] allow it to be sublet, or occupied or used by any person or entity other than Tenant for compensation; (ii) assign its interest in this Lease; (iii) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner; or (iv) materially amend or modify an assignment, sublease or other transfer that has been previously approved by Landlord. Any Transfer so approved by Landlord shall not be effective until Tenant has delivered to Landlord an executed counterpart of the document evidencing the Transfer which (i) is in a form reasonably approved by Landlord, (ii) contains the same other terms and conditions as contained herein and as stated in Tenant’s notice given to Landlord pursuant to Section 15.B., and (iii) in the case of an assignment of the Lease, contains the agreement of the proposed transferee to assume all obligations of the Tenant under this Lease arising after the effective date of such Transfer and to remain jointly and severally liable therefor with Tenant. All terms of the proposed transfer shall be consistent with the above. Any attempted Transfer without Landlord’s consent shall constitute an event of Tenant’s default hereunder and shall be voidable at Landlord’s option. Landlord’s consent to any one Transfer shall not constitute a waiver of any provisions hereof as to any subsequent Transfer, nor consent to any subsequent Transfer. No Transfer, even with the consent of Landlord, shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent or performance by Landlord from any person or entity shall not be deemed to be a waiver by Landlord of any provision of this Lease nor be a consent to any Transfer.

B. At least thirty (30) days before a proposed Transfer is to become effective, Tenant shall give Landlord written notice of the proposed terms of such Transfer and request Landlord’s approval, which notice shall include the following: (i) the name and legal composition of the proposed transferee; (ii) a current financial statement of the Tenant and the transferee, financial statements of the transferee covering the preceding three years if the same exist, and (if available) an audited financial statement of the transferee fora period ending not more than one year prior to the proposed effective date of the Transfer, all of which statements are prepared in accordance with generally accepted accounting principles; (iii) the nature of the proposed transferee’s business to be carried on in the Premises; (iv) all consideration to be given or received on account of the Transfer; and (v) the date and terms of the proposed transfer. Tenant shall also provide to Landlord such other information as may be reasonably requested by Landlord within seven (7) days after Landlord’s receipt of such notice from Tenant. Landlord shall respond in writing to Tenant’s request for Landlord’s consent to a Transfer within fifteen (15) days after receipt of Tenant’s request together with said required accompanying documentation and such other information requested by Landlord. If Landlord fails to respond in writing within said fifteen (15) day period, Landlord will be deemed to have withheld consent to such Transfer. Tenant shall immediately notify Landlord of any material modification to the proposed terms of such Transfer.

C. If Landlord consents in writing to a Transfer as above proposed by Tenant, Tenant may then enter into such Transfer, and if Tenant does so, the following shall apply:

(1) Tenant shall not be released from its liability for all of its obligations under the Lease.

(2) If Tenant assigns its interest in this Lease, then Tenant shall pay to Landlord (in addition to all rent and other sums otherwise payable under this Lease) one-half (1/2) of all Subrent (as defined in Section 15.C.(5)) received by Tenant over and above (i) the rent and other sums payable under assignee’s agreement to assume the obligations of Tenant under this Lease, and (ii) all Permitted Transfer Costs related to such assignment. In the case of assignment, the amount of Subrent owed to Landlord shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by the assignee. In calculating Landlord’s share of any periodic payments, all Permitted Transfer Costs shall be first recovered by Tenant.

(3) If Tenant sublets any part of the Premises, then with respect to the space so subleased, Tenant shall pay to Landlord (in addition to all rent and other sums payable under this Lease) one-half (1/2) of the positive difference, if any, between (i) all Subrent paid by the subtenant to Tenant, less (ii) the sum of all Basic Rent and Additional Rent allocable to the space sublet and all Permitted Transfer Costs related to such sublease. Such amount shall be paid to Landlord on the same basis, whether periodic or in lump sum, that such Subrent is paid to Tenant by its subtenant. In calculating Landlord’s share of any periodic payments, all Permitted Transfer Costs shall be first recovered by Tenant.

(4) Tenant’s obligations under this Section 15.C. shall survive any Transfer, and Tenant’s failure to perform its obligations hereunder shall be an event of Tenant’s default hereunder. At the time Tenant makes any payment to Landlord required by this Section 15.C., Tenant shall deliver an itemized statement of the method by which the amount to which Landlord is entitled was calculated, certified by Tenant as true and correct. Landlord shall have the right at reasonable intervals to inspect Tenant’s books and records relating to the payments due hereunder. Upon request therefor, Tenant shall

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deliver to Landlord copies of all bills, invoices or other documents upon which its calculations are based. Landlord may condition its approval of any Transfer upon obtaining a certification from both Tenant and the proposed transferee of all Subrent and other amounts that are to be paid to Tenant in connection with such Transfer.

(5) As used in this Section 15, the term “Subrent” shall mean any consideration of any kind received, or to be received, by Tenant as a result of the Transfer, if such sums are related to Tenant’s interest in this Lease or in the Premises, including without limitation payments from or on behalf of the transferee (in excess of the book value thereof) for Tenant’s assets, fixtures, leasehold improvements, inventory, accounts, goodwill, equipment, furniture, and general intangibles. As used in this Section 15, the term “Permitted Transfer Costs” shall mean (i) all reasonable standard leasing commissions paid to third parties not affiliated with Tenant in order to obtain the Transfer in question, (ii) all reasonable attorneys’ fees incurred by Tenant with respect to the Transfer in question, and (iii) the cost of all repairs, replacements, alterations and additions made by Tenant to the Premises in connection with the Transfer.

(6) In the event of any such Transfer, Tenant and any assignee(s), sublessee(s), and/or transferee(s) (and the parent of any such assignee(s), sublessee(s), and/or transferee(s)) shall automatically be and/or remain liable and shall agree in writing to be and remain, fully liable for all of the obligations of Tenant under this Lease (and any parent may not be formed to limit liability).

D. If Tenant is a corporation, the following shall be deemed a Transfer: (i) any dissolution, merger, consolidation, stock for stock transaction, acquisition of a controlling interest in the corporation stock of Tenant or acquisition of substantially all of the assets of Tenant, or other reorganization of or affecting Tenant, whether or not Tenant is the surviving corporation; and/or (ii) if the capital stock of Tenant is not publicly traded, and the sale or transfer is to one person or entity (or to any group of related persons or entities or persons acting in concert) of stock possessing more than fifty (50%) percent of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, a limited liability company, or any other similar entity, then any withdrawal or substitution (whether voluntary, involuntary or by operation of law, and whether occurring at one time or over a period of time) of any partner owning twenty five (25%) percent or more (cumulatively) of any interest in the capital or profits of the partnership, or the dissolution of the partnership, shall be deemed a Transfer. In the event of any such Transfer, Tenant and any assignee(s) and/or transferee(s) (and the parent of any such assignee(s) and/or transferee(s)) shall automatically be and/or remain liable and shall agree in writing to be and remain, fully liable for all of the obligations of Tenant under this Lease (and any parent may not be formed to limit liability).

E. Upon receipt by Landlord of written notice of such Transfer, and so long as Tenant otherwise complies with the provisions of Section 15.C, and the assignee, sublessee or transferee and parent (as the case may be) executes a written agreement prepared by Landlord assuming all of Tenant’s obligations under this Lease prior to such Transfer as set forth in subsection D, above, then Tenant may enter into any of the following transfers (a “Permitted Transfer’), without Landlord’s written consent:

(1) Tenant may sublease all or part of the Premises or assign its interest in this Lease to any corporation which controls, is controlled by, or is under common control with the original Tenant to this Lease by means of voting capital stock and equitable ownership interest of more than fifty (50%) percent, so long as such corporation has a tangible net worth (as defined below) at the time of such assignment at least twice as great as the tangible net worth of Tenant immediately prior to such transaction.

(2) Tenant may assign its interest in the Lease to a corporation which results from a merger, consolidation or other reorganization in which Tenant is not the surviving corporation, so long as the surviving corporation has a tangible net worth (as defined below) at the time of such assignment that is at least twice as great as the tangible net worth of Tenant immediately prior to such transaction.

(3) Tenant may assign this Lease to a corporation which purchases or otherwise acquires all or substantially all of the assets of Tenant, so long as such acquiring corporation has a tangible net worth at the time of such assignment that is at least twice as great as the tangible net worth of Tenant immediately prior to such transaction.

F. Notwithstanding anything herein to the contrary, Landlord may (at its option) terminate this Lease by written notice to Tenant within ten (10) days after receipt of written notice from Tenant of Tenant’s request to assign its entire interest in this Lease or sublease more than 50% of the Premises (cumulatively as to all subleases over time); provided that Landlord’s election to terminate the Lease shall not be effective if Tenant withdraws its request to assign or sublease within ten (10) days after receipt of written notice of termination from Landlord. The effective date of such lease termination shall be the later of (i) the proposed effective date of the Lease assignment or sublease, as the case may be, and (ii) thirty (30) days after receipt of such termination notice by Tenant.

G. For purposes of the foregoing, the term “tangible net worth” shall mean net worth minus intangible assets including without limitation goodwill, patents, copyrights, trademarks, and other intellectual property.

16. ABANDONMENT. Tenant shall not vacate, surrender or abandon the Premises at any time during the term of this Lease; and if Tenant shall so abandon, vacate or surrender said Premises, or be dispossessed by the process of law, or otherwise, any personal property belonging to Tenant and left on the Premises shall be deemed to be abandoned, at the option of Landlord.

17. DEFAULT BY TENANT. The failure by Tenant to perform or observe any covenant or condition to be performed or observed by Tenant under the terms of this Lease is hereby deemed to be a material breach hereof and a material default hereunder If such breach or default does not pertain to the failure to pay rent or any other sum of money due hereunder, then Tenant may cure the same within fifteen (15) days after written notice from Landlord [UNREADABLE] rights and remedies in addition to any other rights or remedies available to Landlord at law, in equity, or in this Lease, to wit.

A. The right to terminate this Lease (i) by giving written notice to Tenant in accordance with applicable law, or (ii) by judicial judgment of such termination. Any such termination shall not relieve Tenant from the payment of any sum(s) then due to Landlord, or from any claim for damages, or for rent previously accrued or then accruing against Tenant.

B. The rights and remedies provided for by the California Civil Code Section 1951.2 which allow(s) Landlord (without limitation) to recover the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of rental loss for the same period that Tenant proves could be reasonably avoided.

C. The rights provided by the California Civil Code Section 1951.4 which allows Landlord to continue the Lease in effect and to enforce all of its rights and remedies under this Lease, including the right to recover rent as it becomes due, for so long as Landlord does not terminate Tenant’s right to possession.

D. The right and power of Landlord to enter the Premises and remove therefrom all persons and property, to store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, and to sell such property and apply such proceeds therefrom pursuant to applicable California law.

E. The right and power of Landlord from time to time to re-lease or sublet the Premises or any part thereof for such term (which may extend beyond the term of this Lease) and at such rent and upon such other terms as Landlord in its sole discretion may deem advisable, with the right (without limitation) to make alterations and repairs to the Premises and pay such commissions which are reasonably necessary to re-let the same. Upon each subletting, rents received from such subletting shall be applied as follows: first, to payment of indebtedness (other than rent) due hereunder from Tenant to Landlord; second, to the payment of any costs of such subletting including (without limitation) attorneys’ fees and any real estate commissions actually paid, and costs of such alterations and repairs; third, to payment of rent due and unpaid hereunder; fourth, to the payment of any other sums owing hereunder; and the residue (if any) shall be held by Landlord and applied in payment of future rent as the same becomes due hereunder. If such rental received from such subletting during any month is less than that to be paid during that month by Tenant hereunder, then Tenant shall pay any such deficiency to Landlord, which deficiency shall be calculated and paid monthly.

F. The right to have a receiver appointed for Tenant upon application by Landlord, to take possession of the Premises and to apply any rental collected from the Premises and to exercise all other rights and remedies granted to Landlord pursuant to Subsection D. and E. above.

G. All other rights and remedies provided by law.

During any period of time that Tenant is in breach or default under the terms of this Lease, (i) Landlord shall have no obligation to grant any consent requested by Tenant hereunder, and (ii) Tenant shall have no right to request, exercise or enjoy any right or option granted to Tenant hereunder. No act by Landlord or on behalf of Tenant or Landlord described in this Section 17. or otherwise in this Lease, including (without limitation) appointment of a receiver to protect Landlord’s interest under this Lease, acts of maintenance or renovation or preservation, efforts to mitigate damages or relet the Premises, obtaining keys or changing locks, notice or service of unlawful detainer, or taking possession of the Premises, or other acts by Landlord shall be construed as an election on Landlord’s part to terminate this Lease and effect a surrender thereof unless an express written notice of such intention is delivered to Tenant, nor shall the same prevent Landlord from electing at any time thereafter to terminate this Lease for such previous uncured breach or default.

18. BANKRUPTCY. The commencement or filing of a bankruptcy, liquidation, reorganization or insolvency action, or the filing of an answer therein, or an assignment by Tenant for the benefit of creditors, or the appointment of a trustee or receiver to take possession of the assets of Tenant, or any similar action undertaken by or on behalf of Tenant, or the levy of an attachment or execution upon the property or interest of Tenant which is not within five (5) days satisfied or released, or the insolvency of Tenant, or any of the above shall at Landlord’s option, constitute a breach and default of this Lease by Tenant. If the trustee or receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject the unexpired portion of this Lease, then the trustee or receiver shall notify Landlord in writing of its election within thirty (30) days after such appointment. Within thirty (30) days after any court approval of the assumption of this Lease, the trustee or receiver shall cure all previous breaches and

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defaults under such Lease and shall compensate Landlord for all actual pecuniary loss caused by the same and shall provide adequate assurance of future performance under this Lease to the reasonable satisfaction of Landlord. Nothing contained in this Section shall affect the existing right of Landlord to refuse to accept an assignment upon commencement of or in connection with such a bankruptcy, liquidation, reorganization, or insolvency action or assignment or other similar act. In no event shall the leasehold estate under this Lease, or any interest therein, be assigned by voluntary or involuntary bankruptcy proceeding without the prior written consent of Landlord. In no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency, reorganization or other proceedings.

19. LANDLORD’S RIGHT TO PERFORM. All terms, covenants and conditions of this Lease to be performed or observed by Tenant shall be performed or observed by Tenant at Tenant’s sole cost and expense and without any reduction of rent. If Tenant shall fail to pay any sum of money required to be paid by it hereunder, or shall fail to perform or observe any other term hereunder on its part to be performed or observed, including without limitation those obligations of Tenant contained in Section 9. Maintenance, Landlord may, at its option, without prior notice to Tenant and without waiving or releasing Tenant from any obligation of Tenant hereunder, thereafter make and continue to make any such payment or perform or observe any such other term or act on Tenant’s part to be performed or observed. All sums so paid by Landlord and all reasonably necessary costs of such performance or observation by Landlord together with interest thereon shall be due and payable by Tenant to Landlord from the date incurred, and with respect to the same Landlord shall have the same rights and remedies against Tenant as in the case of nonpayment of rent hereunder.

20. DEFAULT BY LANDLORD. Landlord shall not be in breach or default hereunder unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event earlier than thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Should Landlord fail to perform said obligations as above provided, then the sole remedy of Tenant shall be the performance of such obligations by Tenant with right of reimbursement from Landlord for the reasonable value of performing the same, not exceeding the sum actually expended by Tenant.

21. LAWS & REGULATIONS. Tenant, at its sole cost and expense, shall with respect to its occupancy and use of the Premises, and otherwise, promptly comply with all applicable laws, statutes, ordinances, permits, and governmental rules, regulations, directions or requirements now or hereafter in effect; with the requirements of any board of fire underwriters or other similar body now or hereafter constituted; with any occupancy certificate, direction or permit issued pursuant to law by any public officer, and with all requirements of any insurance organization or company pertaining to the Premises and necessary for the issuance or maintenance of reasonable insurance coverage as provided for herein.

22. SIGNS. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed, printed or affixed on or to any part of the outside of the Premises or any exterior windows of the Premises or the Building, the landscaping, parking or other exterior areas without the prior written consent of Landlord, and Landlord shall have the right to remove the same without notice to and at the expense of Tenant. If Tenant is allowed to display a sign on or about the Premises, then at Landlord’s option upon expiration or other sooner termination of this Lease, Tenant shall (at Landlord’s option) and at Tenant’s sole cost both remove such sign, repair all damage caused thereby and restore the appearance of the Premises to its condition prior to the placement of said sign. All approved signs (or lettering on outside doors) shall be done at the expense of Tenant by a person reasonably approved of by Landlord. Tenant shall have the right to place a dignified sign on the main lobby windows (not exceeding two (2’) feet by four (4’) feet] identifying the company, and one sign identifying the company in the landscaping area in front of the Premises [not to exceed three (3’) feet in height by six (6’) feet in length], subject to prior written design and placement approval by Landlord and any approvals required by applicable governmental authorities.

23. HAZARDOUS MATERIALS. Landlord and Tenant agree as follows with respect to the existence or use of “Hazardous Materials” (as defined herein) on the Premises:

A. Tenant, at its sole cost, shall comply with all Laws relating to the storage, use and disposal of Hazardous Materials on the Premises, If Tenant does store, use or dispose of any Hazardous Materials on the Premises, Tenant shall notify Landlord in writing at least five (5) days prior to their first appearance on the Premises. Tenant shall be solely responsible for and shall defend, indemnify, and hold Landlord and its agents harmless from and against all claims, costs and liabilities, including attorneys’ fees and costs, arising out of or in connection with such storage, use or disposal of Hazardous Materials by Tenant, its agents, employees, sub-tenants, contractors or other entities.

        B. If the presence of Hazardous Materials on the Premises caused or permitted by Tenant, its agents, employees, invitees, contractors, or subtenants results in contamination or deterioration of water or soil resulting in a level of contamination greater than the safe levels established by any governmental agency having jurisdiction over such contamination, Tenant shall promptly and at its sole cost take any and all action required by law or necessary to investigate, clean up and remediate such contamination. At any time prior to the expiration of the Lease Term, Tenant may at its sole cost and expense (but only after receipt of written consent from Landlord) conduct appropriate tests of water and soil and to deliver to Landlord the results of such tests to demonstrate that no contamination in excess of permitted levels has occurred as a result of Tenant’s use of the Premises. Tenant shall further be solely responsible for, and shall defend, indemnify and hold Landlord and its agents harmless from and against, all claims, costs and liabilities, [UNREADABLE] return the Premises to its condition existing prior to the appearance of such hazardous materials.

C. It is acknowledged that underground contamination exists in the area of the Premises that has migrated under the Premises. Landlord is not a responsible party for remediation of any such hazardous substances and does not assume responsibility for the same nor shall Landlord hold Tenant responsible for the same. If Landlord has reasonable cause to believe that the Premises has or may become contaminated by Hazardous Materials caused by Tenant, its agents, employees, invitees, contractors, or subtenant, Landlord may (at its option) cause testing wells to be installed on the Premises, and may cause the ground water to be tested to detect the presence of Hazardous Materials by the use of such tests as are then customarily used for such purposes. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. The cost of such tests and of the installation, maintenance, repair and replacement of such wells shall be paid by Landlord, except that Tenant shall pay the cost thereof if the presence of Hazardous Materials is detected and which was probably caused by Tenant, its agents, employees, sub-tenants, invitees, or contractors.

D. It shall not be unreasonable for Landlord to withhold its consent to any proposed Transfer pursuant to Section 15. if the proposed transferee’s anticipated use of the Premises involves the generation, storage, use, treatment or disposal of Hazardous Material and which in Landlord’s sole opinion poses an unacceptable risk of contamination of the Premises.

E. As used herein, the term “Hazardous Material” means any hazardous or toxic substance, materials or waste, the storage, use, or disposition of which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term “Hazardous Material” includes, without limitation, any material or substance which is (i) listed under Article 9 or defined as hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ii) defined as a “hazardous waste” pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq. (42 U.S.C. Section 6903), (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), or (iv) is listed or defined as “hazardous waste”, “hazardous substance”, or other similar designation by any regulatory scheme of the State of California or the U.S. Government that is similar to the foregoing.

24. LIENS. Tenant shall keep the Premises (and the Building) free from all liens arising out of any work performed for, materials furnished to, or obligation incurred by Tenant. In the event that Tenant shall not, within ten (10) days following the imposition of such lien, cause the same to be released of record, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not obligation, to cause the same to be released by such means as it shall deem proper, including payment of the claim giving rise to such lien. All sums paid by Landlord for such purpose, and all expenses incurred by Landlord in connection therewith, shall be payable and reimbursable to Landlord by Tenant on demand with interest accruing thereon at three (3) percentage points over the prime rate of interest as quoted from time to time by the Bank of America.

25. FINANCIAL STATEMENTS. Not more often than once per calendar year, or at anytime relating to an anticipated finance or sale of the Property, during the Lease Term, Tenant shall, upon fifteen (15) days’ prior written notice from Landlord, provide Tenant’s most recent financial statement and financial statements covering the twenty-four (24) month period prior to the date of such most recent financial statements to Landlord, to any existing Lender, potential Lender or potential buyer of the Premises. Such statements shall be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant.

ENTRY BY LANDLORD. Landlord reserves, and shall at all reasonable times have, the right to enter the Premises (including Landlord’s employees, contractors, agents and invitees) to inspect the same; to perform any services to be provided by Landlord hereunder, to make repairs or provide any services to adjacent tenant(s), to exhibit the Premises to prospective purchasers, lenders, tenant(s), brokers or others, to place “For Lease” or “For Sale” signs on the property, to post notices of non responsibility; to alter, improve or repair the Premises or other parts of the Building; or to erect scaffolding and other necessary structures in or near the Premises where reasonably required by the character of the work to be performed; all without abatement of rent. Landlord agrees that the business of Tenant shall be interfered with to the least extent that is reasonably practical. Any such entry shall under no circumstances be construed to be a forcible or unlawful entry into or a detainer of the Premises, or an eviction (actual or constructive) of Tenant.

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26. DESTRUCTION. In the event the Premises are destroyed in whole or in part from any cause, (other than from the fault, breach or responsibility of Tenant, its agents, employees contractors or invitees) then:

A. If such destruction of the Premises is less than twenty five (25%) percent of the replacement cost thereof and the restoration thereof can reasonably be made within sixty (60) days under the laws of applicable governmental authorities, and such destruction is caused by an event fully covered by insurance provided for under Section 13. hereof, then Landlord shall at its expense forthwith repair or rebuild the Premises.

B. If such destruction of the Premises is more than twenty five (25%) percent of the replacement cost thereof, or the restoration thereof cannot reasonably be made within sixty (60) days or cannot be made under all laws and regulations of the applicable governmental authorities, or such destruction is caused by an event not fully covered by such insurance, or the Building is damaged or destroyed to an extent of more than forty (40%) percent of the replacement cost thereof (regardless of whether or not there is any damage to the Premises), then in any of such events Landlord may at its option (i) repair and rebuild the Premises and/or Building, or (ii) terminate this Lease.

Tenant shall be entitled to a reduction in rent while such rebuilding is being made in the proportion that the area of the Premises rendered untenantable by such damage (if any) bears to the total area of the Premises. If Landlord does not complete such required rebuilding within one hundred eighty (180) days following the date of such destruction (such period of time to be extended for periods of Unavoidable Delay), then Tenant shall have the right to terminate this Lease by giving fifteen (15) days prior written notice to Landlord. Notwithstanding anything herein to the contrary, Landlord’s obligation to rebuild shall be limited to the Building and interior improvements constructed by Landlord as they existed as of the commencement date of the Lease and shall not include restoration of Tenant’s trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant’s sole cost and expense (provided this Lease is not terminated according to the above provisions). Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect. Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, and Section 933, Subdivision 4 of the California Civil Code, and the provisions of any statute or other law which may be in effect at the time of the occurrence of such damage or destruction under which a lease is automatically terminated or a lessee is given the right to terminate a lease upon the occurrence of any such damage or destruction. In the event the damage or destruction of the Premises or Building is caused in whole or in part by Tenant, its agents, employees, invitees, or contractors, then Tenant shall be responsible for the same and shalt pay (without limitation) the insurance deductible portion of Landlord’s restoration costs. Only work during normal straight time working hours is contemplated by this Section.

27. CONDEMNATION. If all or any part of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain (or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the date when title vests in the condemnor. Landlord shall be entitled to any and all payment(s), money(ies) and/or award (herein called “Compensation”) which may be paid or made in connection with such taking or conveyance, and Tenant shall have no right or claim to such compensation nor against Landlord or otherwise for the value of any unexpired term of this Lease; and Tenant hereby irrevocably waives, relinquishes and assigns to Landlord all rights to such compensation by reason of such taking or conveyance. Notwithstanding the foregoing, any money(ies) specifically awarded to Tenant for loss of business, Tenant’s personal property, moving cost or loss of goodwill, shall be and remain the property of Tenant. In the event of such a partial taking or conveyance of the Premises, then if the portion of the Premises taken or conveyed is so substantial that the Tenant can no longer conduct its business therein, then Tenant shall have the right to terminate this Lease upon written notice delivered to Landlord within thirty (30) days after the date of such taking or conveyance, and thereafter this Lease shall terminate on the last day of the calendar month next following the month in which such notice is given, with payment by Tenant of the rent from the date of such taking or conveyance to the date of termination. If all or more than thirty five (35%) percent of the Premises be so taken or conveyed, then either party may terminate this Lease upon sixty (60) days prior written notice to the other. If, however, neither Landlord nor Tenant shall so terminate this Lease, then this Lease shall continue in full force and effect as to the part of the Premises not so taken or conveyed, and the rent payable hereunder shall be apportioned as of the date of such taking or conveyance so that thereafter such rent shall be payable in the ratio that the value of the portion of the Premises not so taken or conveyed bears to the total value of the Premises immediately prior to such taking or conveyance, which value(s) shall be determined by an MAI appraiser designated by Landlord.

28. SUBORDINATION AND MORTGAGES. In the event Landlord’s title or leasehold interest is now or hereafter encumbered by a deed of trust and/or other related instruments (“Security Instruments”) placed upon the land and Buildings in which the Premises are located to secure a loan from a lender (“Lender”) to Landlord, Tenant shall without any consideration whatsoever, immediately upon the request of Landlord or Lender, execute in writing (i) an agreement subordinating Tenant’s rights under this Lease to the lien of such “Security Instruments” and/or, if so requested (ii) an agreement that the lien of Lender’s Security Instruments shall remain subject to and subordinate to the rights of Tenant under this Lease; plus (iii) any releases or other documents incident thereto including, without limitation, a current statement of Tenant’s financial condition. In the event the interest of Landlord in such land and Buildings is encumbered by a deed of trust, and such interest is acquired by the Lender or any third party by reason of foreclosure, then Tenant hereby agrees to attorn to such purchaser at any such foreclosure and thereafter to recognize such purchaser as the Landlord under this Lease. Notwithstanding any such subordination or foreclosure, the express terms of this Lease shall not be modified, and Tenant’s rights and possession under this Lease shall not be disturbed provided that Tenant is not then in default hereunder, and for so long as Tenant shall thereafter pay all rent and [UNREADABLE].

29. ESTOPPEL CERTIFICATE. Tenant shall without any consideration whatsoever, at any time within ten (10) days after written notice from Landlord, execute and deliver to Landlord a signed statement in writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the rent and other charges are paid in advance (if any), and (ii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of the Landlord hereunder (or specifying such defaults, if any, that are claimed). Any such statement may be relied upon by any prospective purchaser or encumbrancer of the Premises, or others. Tenant’s failure to deliver such statement within such time shall not relieve Tenant of such obligation, but such failure shall be deemed tantamount to a signed written statement from Tenant certifying that this Lease is in full force and effect, without modification except as may be represented by Landlord, and that there are no uncured defaults in Landlord’s performance hereunder, and that not more than one month’s rent has been paid in advance.

30. SALE BY LANDLORD. In the event of a sale, conveyance, assignment or transfer of the Premises or any interest therein, by Landlord or any owner of the reversion then constituting Landlord, then Landlord or such owner shall thereby be released from any further liability or obligation under any of the terms, covenants or conditions (express or implied) of this Lease in favor of Tenant; and in such event (as between Landlord or such owner and such successor in interest) Tenant agrees thereafter to look solely to the successor in interest of Landlord (or such owner) for further performance of all terms and obligations of Landlord under this Lease. The terms of this Lease shall not be affected by any of the above, and Tenant agrees to attorn to the successor in interest of Landlord or such owner.

31. TENANTS RIGHTS. Notwithstanding any other provisions in this Lease, all rights (if any) of Tenant to Renew the Lease, to Extend the term, to Expand into other space, to Sublet, to Assign or Transfer the Lease, and other rights or options of Tenant herein, are intended for the exclusive benefit and use of Tenant and cannot be assigned or transferred (either voluntarily or involuntarily), nor exercised by any entity other than Tenant for its own use. Should Tenant fail to exercise any such right or option in a timely manner or in strict conformance with the terms of such right or option, then such right or option shall immediately terminate and become void.

32. NOTICES. All notices, demands or requests, which are required to be given by either party to the other hereunder shall be in writing, delivered personally or by electronic facsimile, or by Federal Express, or by depositing the same in the United States certified or registered mail, postage prepaid, and addressed: (i) to Tenant at the Premises, and (ii) to Landlord at Landlord’s address on the signature page hereof or such other address as Landlord may from time to time notify Tenant. Each notice, demand and request referred to in this Section shall be conclusively deemed received by the party to whom it is addressed on the date of such personal service, or electronic facsimile, or within three (3) calendar days after such mailing.

33. ATTORNEYS’ FEES. In the event that either party 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 party hereunder, then all costs and expenses, including reasonable attorneys’ fees, and court costs, incurred by the prevailing party therein shall be paid by the other party.

34. [INTENTIONALLY OMITTED]

35. HOLDING OVER. Any holding over by Tenant after expiration or other termination of the term of this Lease shall only be with the express prior written consent of Landlord delivered to Tenant and shall not constitute a renewal or extension of the Lease or give Tenant any rights in or to the Premises except as expressly provided in such written consent and this Lease. Any holding over after the expiration or other termination of the term of this Lease, with the express written consent of Landlord, shall be construed to be a tenancy from month to month, on the same terms and conditions as herein specified insofar as applicable except that the monthly Basic Rent shall be increased to an amount equal to one hundred fifty (150%) percent of the monthly Basic Rent payable during the last full month of the Lease term.

36. GENERAL PROVISIONS.

A. Choice of Law, Severability. This Lease shall in all respects be governed by, construed and enforced in accordance with the laws of the State of California. If any provision(s) of this Lease (except for payment of rent) shall be invalid, illegal or unenforceable for any reason whatsoever, all other provisions hereof shall remain in full force and effect.

B. Time of Essence. Time is of the essence of this Lease and of each and of all its provisions.

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C. Interpretations. The language in all parts of this Lease shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Landlord or Tenant. All parties hereto have equally participated in the preparation of this Lease. The term “assign” shall include the term “transfer.” The Section headings of this Lease are for convenience only, are not part of this Lease and shall have no effect upon the construction or interpretation of any provision hereof. The plural shall include the singular, and the singular the plural. One gender shall include all genders. Each term and provision of this Lease performable by Tenant shall be construed to be both a covenant and a condition for the exclusive benefit of Landlord.

D. Entire Agreement & Amendments. This instrument, along with any exhibits and schedules hereto, constitute the entire agreement between Landlord and Tenant relative to the Premises. This agreement may be altered, amended or revoked only by an instrument in writing signed by both Landlord and Tenant. Landlord has made no promises, agreements, commitments, representation(s) or warranties whatsoever to Tenant (express or implied) except as may be expressly stated in writing in this Lease instrument. Landlord and Tenant agree hereby that all prior or contemporaneous oral agreements between the parties and their agents or representatives relative to the Premises or the matters described in this Agreement are merged in or revoked by this Agreement.

E. Definition of Terms.

(1) The term “Landlord” or any pronoun used in place thereof includes the Landlord at the time and/or any successors of Landlord.

(2) The term “Tenant” or any pronoun used in place thereof includes individuals, firms, entities, associations, partnerships and corporations, and each of their respective heirs, executors, administrators, successors and permitted assigns, according to the context hereof; and all parties who constitute Tenant shall be jointly and severally liable for all obligations of Tenant hereunder. The term “Section” shall include the term “paragraph”

(3) The term “person” or “entity” includes individuals, firms, associations, partnerships, agencies, corporations and governmental bodies.

(4) The term “Unavoidable Delays” shall mean any delays caused by Acts of God, acts of public agency, labor disputes, fires, embargoes, acts of contractors, acts of Tenant, strikes, war, insurrection, acts of terror, utilities, governmental bodies, adverse weather, unavailable materials and any delays beyond Landlord’s reasonable control.

(5) The term “Fair Market Rent” shall mean the Basic Rent determined by an MAI appraiser designated by Landlord and approved in writing by Tenant which approval shall not be unreasonably withheld or delayed.

F. Examination of Lease. Submission of this instrument for examination or signature to Tenant does not constitute a commitment or option for a lease, and this instrument shall not be legally binding until its full execution by both Landlord and Tenant.

G. Corporate Authority. If Tenant is a corporation (or a partnership), each individual executing this Lease on behalf of said corporation (or partnership) represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation (or partnership) in accordance with the articles and by-laws of said corporation (or in accordance with the partnership agreement) and that this Lease is binding upon said corporation (or partnership) in accordance with its terms. If Tenant is a corporation, Tenant shall, within thirty (30) days after execution of this Lease, deliver to Landlord a certified copy of the resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this Lease.

H. Waiver. The waiver by Landlord of any breach of any term, covenant or condition herein contained shall not be deemed to be a continuing waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition therein 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 payment so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rent. No custom or practice which may develop between the parties hereto during the term hereof shall be deemed a waiver of, or in any way affect, the right of either party to insist upon performance and observance by the other party in strict accordance with the terms hereof.

I. Recording. Neither Landlord nor Tenant shall record this Lease nor a short form memorandum hereof without the written consent of the other.

J. Remedies. Each party may exercise all available remedies cumulatively, or in the alternative. All remedies herein conferred upon Landlord or Tenant shall be deemed cumulative and no one remedy shall be exclusive of any other remedy herein conferred or created by law.

        K. Benefit of Counsel. Advice of legal counsel has been obtained by each of the parties hereto prior to entering into this Agreement.

L. Binding Effect. The provisions of this Lease shall inure to the benefit of and bind the heirs, executors, administrators, successors, sub-tenants and permitted assigns of the respective parties hereto.

M. Execution & Counterparts. This Lease shall be executed in duplicate originals, with both parties signing and executing each original, or each party signing a separate counterpart original and delivering the same to the other party. If this Agreement is executed in counterpart originals, ail executed counterparts shall constitute the Agreement which shall be binding upon all parties hereto, notwithstanding that the signatures of all parties do not appear on the same signature page. Faxed, e-mailed and/or photocopied signatures hereon, and on any exhibits hereto, shall be deemed originals for all purposes.

37. EXHIBITS & SCHEDULES. The following exhibits and schedules to this Lease are hereby incorporated herein and by this reference made a part hereof:

Schedule 1. Sections 39 through 43 (both inclusive) to this Lease.

Exhibit A. The Leased Premises.

Exhibit B. Landlords Personal Property.

Exhibit C. Tenant Improvement Agreement.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD:		TENANT:
Ravendale Partners, LLC		Tintri, Inc.,
A California Limited Liability Company		a Delaware Corporation
1164 Chestnut Street		301-311 Ravendale Drive
Menlo Park, CA 94025		Mountain View, CA 94043
By:	/s/ Justin M. Jacobs, Jr.	By:	/s/ Ian Halifax
	Justin M. Jacobs, Jr.		Ian Halifax
Title:	Manager	Title:	CFO

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SCHEDULE 1.

39. Option to Extend the Lease Term: Landlord hereby grants to Tenant the Option to Extend the term of this Lease upon the following terms and conditions:

A. Such extension shall be for a period of five (5) years (“Extended Lease Term”) commencing upon the expiration of the Lease Term stated in Section 2 hereof (“Initial Lease Term”).

B. Tenant must give Landlord (and Landlord must receive) notice in writing of Tenants exercise of this Option to Extend no earlier than three hundred sixty (360) days and no later than one hundred eighty (180) days before the date the Initial Lease Term would end, but for said exercise.

C. Tenant may not exercise said option to extend and said option shall be void if Tenant is in breach or default hereof as of the date of the purported exercise of this option or as of the date this Lease would have terminated but for said exercise, or if this Lease has terminated. All terms and conditions of this Lease shall apply and be effective during such Extended Lease Term except that this Section 39 (“Option to Extend”) and Section 42 shall be deleted and the monthly Basic Rent payable during the Extended Lease Term shall be the highest of the following: (i) The Fair Market Rent for the Premises at the beginning of the Extended Lease Term, or (ii) the monthly Basic Rent payable during last year of the Initial Lease Term. Such Basic Rent for the Extended Lease Term shall be increased by three (3) percent for each succeeding year after the first year of such Extended Lease Term. In the event that Tenant fails to exercise this Option to Extend in accordance with the terms hereof, then all rights under this paragraph shall immediately terminate and become void.

40. Tenant Improvements: The Tenant Improvement Agreement attached as Exhibit C is a part of this Lease.

41. Landlords Personal Property: Tenant shall have the right to make reasonable use of Landlord’s Personal Property as outlined on Exhibit B.

42. Commission: The commission payable by Landlord by reason of this Lease shall be payable to Cornish & Carey Newmark Knight Frank and Polatnick Properties, Inc., which commission shall be earned and payable when Tenant unconditionally takes and accepts possession of the Premises pursuant to the terms and conditions of this Lease. Tenant shall hold Landlord harmless for (and defend Landlord against) all other commissions (if any) claimed or payable by reason of such Lease.

43. Energy Ratings Information: Tenant acknowledges receipt of the Data Verification Checklist from the U.S. Environmental Protection Agency’s Energy Star Portfolio Manager disclosing the energy use data for the Premises, as required by California Public Resources Code Sections 25402.10 (the “Energy Disclosure Law”). Within fifteen (15) days of Landlord’s written request, Tenant agrees to deliver to Landlord such information and/or documents as Landlord requires for Landlord to comply with the Energy Disclosure Law or successor statute(s) and related California Code of Regulations.

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EXHIBIT A

The Leased Premises

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EXHIBIT B

Landlords Personal Property

1. Battery backup located in server room.

2. Security system located in server room.

3. Data racks and data patch panels located in server room.

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EXHIBIT C

Tenant Improvement Agreement

This Exhibit is dated March 28, 2014, for reference purposes only and is made between Ravendale Partners, LLC, a California Limited Liability Company (“Landlord”), and Tintri, Inc., a Delaware Corporation (“Tenant”), to be a part of that certain Lease Agreement (the “Lease”) concerning the Property shown and outlined in red on “Exhibit A,” situated in the City of Mountain View, County of Santa Clara, State of California, (the “Premises”), and more particularly described as follows:

That approximate 67,000 sq. ft. industrial-office building commonly known as 301-311 Ravendale Drive, Mountain View, CA (the “Building”), and the approximate 4.15 acre parcel of real property upon which the Building is situated, designated as APN 165-37-012, together with all improvements situated thereon.

Landlord and Tenant agree that the Lease is hereby modified and supplemented as follows:

1. Tenant To Construct Tenant Improvements. Subject to the provisions below, Tenant shall be solely responsible for the planning, construction and completion of the interior tenant improvements (“Tenant Improvements”) to the Premises in accordance with the terms and conditions of this Exhibit. The Tenant Improvements shall not include any of Tenant’s personal property, trade fixtures, furnishings, equipment or similar items.

2. Tenant Improvement Plans.

A. Preliminary Plans and Specifications. Promptly after execution of the Lease, Tenant shall retain a licensed and insured architect (“Architect”) to prepare preliminary working architectural and engineering plans and specifications (“Preliminary Plans and Specifications”) for the Tenant Improvements. Tenant shall deliver the Preliminary Plans and Specifications to Landlord. The Preliminary Plans and Specifications shall be in sufficient detail to show locations, types and requirements for all heat loads, people loads, floor loads, power and plumbing, regular and special HVAC needs, telephone communications, telephone and electrical outlets, lighting, lighting fixtures and related power, and electrical and telephone switches. Landlord shall reasonably approve or disapprove the Preliminary Plans and Specifications within ten (10) days after Landlord receives the Preliminary Plans and Specifications and, if disapproved, Landlord shall return the Preliminary Plans and Specifications to Tenant, who shall make all necessary revisions within ten (10) days after Tenant’s receipt thereof. This procedure shall be repeated until Landlord approves the Preliminary Plans and Specifications. The approved Preliminary Plans and Specifications, as modified, shall be deemed the “Final Preliminary Plans and Specifications”.

B. Final Plans and Specifications. After the Final Preliminary Plans and Specifications are approved by Landlord and are deemed to be the Final Preliminary Plans and Specifications, Tenant shall cause the Architect to prepare within twenty (20) days following Landlord’s approval of the Final Preliminary Plans and Specifications the final working architectural and engineering plans, specifications and drawings, (“Final Plans and Specifications”) for the Tenant Improvements. Tenant shall then deliver the Final Plans and Specifications to Landlord. Landlord shall reasonably approve or disapprove the Final Plans and Specifications within ten (10) days after Landlord receives the Final Plans and Specifications and, if disapproved, Landlord shall return the Final Plans and Specifications to Tenant who shall make all necessary revisions within ten (10) days after Tenant’s receipt thereof. This procedure shall be repeated until Landlord approves, in writing, the Final Plans and Specifications. The approved Final Plans and Specifications, as modified, shall be deemed the “Construction Documents”.

C. Miscellaneous. All deliveries of the Preliminary Plans and Specifications, the Final Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents shall be delivered by messenger service, by personal hand delivery or by overnight parcel service. While Landlord has the right to approve the Preliminary Plans and Specifications, the Final Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, Landlord’s interest in doing so is to protect the Premises, the Building and Landlord’s interest. Accordingly, Tenant shall not rely upon Landlord’s approvals and Landlord shall not be the guarantor of, nor responsible for, the adequacy and correctness or accuracy of the Preliminary Plans and Specifications, the Final Preliminary Plans and Specifications, the Final Plans and Specifications, and the Construction Documents, or the compliance thereof with applicable laws, and Landlord shall incur no liability of any kind by reason of granting such approvals.

D. Building Standard Work. The Construction Documents shall provide that the Tenant Improvements to be constructed in accordance therewith must be at least equal, in quality, to Landlord’s building standard materials, quantities and procedures then in use by Landlord (“Building Standards”) and shall consist of improvements which are generic in nature unless otherwise agreed to by Landlord.

        E. Construction Agreements. Tenant hereby covenants and agrees that a provision shall be included in each and every agreement made with the Architect and the Contractor with respect to the Tenant Improvements specifying that Landlord shall be a third party beneficiary thereof, including without limitation, a third party beneficiary of all covenants, representations, indemnities and warranties made by the Architect and/or Contractor.

3. Permits. Tenant at its sole cost and expense (subject to the provisions of Paragraph 4 below) shall obtain all governmental approvals of the Construction Documents to the full extent necessary for the issuance of a building permit for the Tenant Improvements based upon such Construction Documents. Tenant at its sole cost and expense shall also cause to be obtained all other necessary approvals and permits from all governmental agencies having jurisdiction or authority for the construction and installation of the Tenant Improvements in accordance with the approved Construction Documents. Tenant at its sole cost and expense (subject to the provisions of Paragraph 5 below) shall undertake all steps necessary to insure that the construction of the Tenant Improvements is accomplished in strict compliance with all statutes, laws, ordinances, codes, rules, and regulations applicable to the construction of the Tenant Improvements and the requirements and standards of any insurance underwriting board, inspection bureau or insurance carrier insuring the Premises and/or the Building.

4. Construction.

A. Tenant shall be solely responsible for the construction, installation and completion of the Tenant Improvements in accordance with the Construction Documents approved by Landlord and is solely responsible for the payment of all amounts when payable in connection therewith without any cost or expense to Landlord, except for Landlord’s obligation to contribute the Tenant Improvement Allowance in accordance with the provisions of Paragraph 5 below. Tenant shall diligently proceed with the construction, installation and completion of the Tenant Improvements in accordance with the Construction Documents and the completion schedule reasonably approved by Landlord. No material changes shall be made to the Construction Documents and the completion schedule approved by Landlord without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed.

B. Tenant at its sole cost and expense (subject to the provisions of Paragraph 5 below) shall employ a licensed, insured and bonded general contractor (“Contractor”), reasonably acceptable to Landlord, to construct the Tenant Improvements in accordance with the Construction Documents. The construction contracts between Tenant and the Contractor and between the Contractor and subcontractors shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. Proof that the Contractor is licensed in California, is bonded as required under California law, and has the insurance specified in Exhibit C-1, attached hereto and incorporated herein by this reference, shall be provided to Landlord at the time that Tenant requests approval of the Contractor from Landlord. Tenant shall comply with or cause the Contractor to comply with all other terms and provisions of Exhibit C-1.

C. Prior to the commencement of the construction and installation of the Tenant Improvements, Tenant shall provide the following to Landlord, all of which shall be to Landlord’s reasonable satisfaction:

(i) An estimated budget and cost breakdown for the Tenant Improvements.

(ii) Estimated completion schedule for the Tenant Improvements.

(iii) Copies of all required approvals and permits from governmental agencies having jurisdiction or authority for the construction and installation of the Tenant Improvements; provided, however, if prior to commencement of the construction and installation of Tenant Improvements Tenant has not received the electrical, plumbing or mechanical permits, Tenant shall only be required to provide Landlord with evidence that Tenant has made application therefor, and, upon receipt by Tenant of such permits, Tenant shall promptly provide Landlord with copies thereof.

(iv) Evidence of Tenant’s procurement of insurance required to be obtained pursuant to the provisions of Paragraph 4.B and 4.G.

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D. Landlord shall at all reasonable times have a right to inspect the Tenant Improvements (provided Landlord does not materially interfere with the work being performed by the Contractor or its subcontractors) and Tenant shall immediately cease work upon written notice from Landlord if the Tenant Improvements are not in compliance with the Construction Documents approved by Landlord. If Landlord shall give notice of faulty construction or any other deviation from the Construction Documents, Tenant shall cause the Contractor to make corrections promptly. However, neither the privilege herein granted to Landlord to make such inspections, nor the making of such inspections by Landlord, shall operate as a waiver of any rights of Landlord to require good and workmanlike construction and improvements constructed in accordance with the Construction Documents.

E. Tenant shall pay and discharge promptly and fully all claims for labor done and materials and services furnished in connection with the Tenant Improvements. The Tenant Improvements shall not be commenced until five (5) business days after Landlord has received notice from Tenant stating the date the construction of the Tenant Improvements is to commence so that Landlord can post and record any appropriate Notice of Non-responsibility.

F. Tenant acknowledges and agrees that the agreements and covenants of the Lease shall be fully applicable to Tenant’s construction of the Tenant Improvements.

G. Tenant shall maintain, and cause to be maintained, during the construction of the Tenant Improvements, at its sole cost and expense, insurance of the types and in the amounts specified in Exhibit C-1 and in the Lease, together with builders’ risk insurance for the amount of the completed value of the Tenant Improvements on an all-risk non-reporting form covering all improvements under construction, including building materials, and other insurance in amounts and against such risks as the Landlord shall reasonably require in connection with the Tenant Improvements.

H. No materials, equipment or fixtures shall be delivered to or installed upon the Premises pursuant to any agreement by which another party has a security interest or rights to remove or repossess such items, without the prior written consent of Landlord, which consent shall not be unreasonably withheld.

I. Landlord reserves the right to establish reasonable rules and regulations for the use of the Building during the course of construction of the Tenant Improvements, including, but not limited to, construction parking, storage of materials, hours of work, use of elevators, and clean-up of construction related debris.

J. Upon completion of the Tenant Improvements, Tenant shall deliver to Landlord the following, all of which shall be to Landlord’s reasonable satisfaction:

(i) Any certificates required for occupancy, including a permanent and complete Certificate of Occupancy issued by the city in which the premises are located.

(ii) Certificate of Completion signed by the Architect who prepared the Construction Documents, reasonably approved by Landlord.

(iii) A cost breakdown itemizing all expenses for the Tenant Improvements, together with invoices and receipts for the same or other evidence of payment.

(iv) Final and unconditional mechanic’s lien waivers for all the Tenant Improvements.

(v) A Notice of Completion for execution by Landlord, which certificate once executed by Landlord shall be recorded by Tenant in the official records of the county in which the Premises are located, and Tenant shall then deliver to Landlord a true and correct copy of the recorded Notice of Completion.

(vi) A true and complete copy of all as-built plans and drawings for the Tenant Improvements.

5. Tenant Improvement Allowance.

        A. Subject to Tenant’s compliance with the provisions of this Exhibit, Landlord shall provide an allowance for the planning, designing, obtaining approvals of, permitting, and construction of the Tenant Improvements to be performed in the Premises, as described in the Initial Plans and the Approved Final Drawings, in the amount of Six Hundred Seventy Thousand 00/100 Dollars ($670,000.00) (the “Tenant Improvement Allowance”). Tenant shall not be entitled to any credit, abatement or payment from Landlord in the event that the amount of the Tenant Improvement Allowance specified above exceeds the actual Tenant Improvement Costs. The Tenant Improvement Allowance shall only be used for costs and expenses relating to tenant improvements typically installed by Landlord in buildings similar to that of which the Premises are located which are generic in nature and that will likely be used by a subsequent tenant for normal use of the Premises (referred to herein as “Generic Improvements”). For example, Generic Improvements would include items such as new or relocated office demising walls and Building Standard electrical, plumbing and mechanical fixtures, equipment and distribution and telecommunications and network installations useable by any subsequent tenant, while items such as lab equipment and cabling and piping specific to Tenant’s business operations would not be considered Generic Improvements. The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs. Landlord shall have no obligation to pay to Tenant all or any portion of the Tenant Improvement Allowance unless Tenant timely complies with all time requirements hereunder and such that all work is completed and the Tenant [UNREADABLE] Allowance shall include all reasonable costs and expenses associated with the design, preparation, approval, planning, construction and installation of the Tenant Improvements (the “Tenant Improvement Costs”), including a construction management fee payable to Landlord in the amount of three percent (3%) of the Tenant Improvement Allowance (the “CM Fee”). The Tenant Improvement Allowance shall be the maximum contribution by Landlord for the Tenant Improvement Costs, and the disbursement of the Tenant Improvement Allowance is subject to the terms contained hereinbelow.

B. Payment of the CM Fee shall be the first payment from the Allowance and shall be made by means of a deduction or credit against the Allowance. The remaining payment of the Allowance shall be made upon completion of the work and Tenant’s written request for payment which shall include: (a) receipt by Landlord of unconditional mechanics’ lien releases from the Contractor and all subcontractors, labor suppliers and materialmen for all work performed; (b) receipt by Landlord of any and all documentation reasonably required by Landlord detailing the work that has been completed and the materials and supplies used, including, without limitation, invoices, bills, or statements for the work completed and the materials and supplies used; and (c) Tenant’s architect’s certification that all work and materials billed for has been completed and installed in the Premises. Landlord shall have the right to perform any inspections of the work completed and materials and supplies used as deemed reasonably necessary by Landlord to assure that the payment request is proper. The Allowance payment shall be paid to Tenant within thirty (30) days from the satisfaction of the conditions set forth in the immediately preceding sentence and Tenant’s compliance with all other terms of this agreement. Landlord shall not be obligated to pay any Allowance payment if on the date Tenant is entitled to receive the Allowance payment Tenant is in default of the Lease.

C. Landlord shall not be obligated to pay any Tenant Improvement Allowance progress payment if on the date Tenant is entitled to receive the Tenant Improvement Allowance progress payment Tenant is in default of the Lease beyond any applicable notice and cure period.

D. Should the total cost of constructing the Tenant Improvements be less than the Tenant Improvement Allowance, the Tenant Improvement Allowance shall be automatically reduced to the amount equal to said actual cost.

E. The term “Excess Tenant Improvement Costs” as used herein shall mean and refer to the aggregate of the amount by which the actual Tenant Improvement Costs exceed the Tenant Improvement Allowance all of which shall be paid for by Tenant.

6. Termination. If the Lease is terminated prior to the date on which the Tenant Improvements are completed, for any reason due to the default of Tenant hereunder, in addition to any other remedies available to Landlord under the Lease, Tenant shall pay to Landlord as Additional Rent under the Lease, within five (5) days of receipt of a statement therefor, any and all costs incurred by Landlord and not reimbursed or otherwise paid by Tenant through the date of termination in connection with the Tenant Improvements to the extent planned, installed and/or constructed as of such date of termination, including, but not limited to, any costs related to the removal of all or any portion of the Tenant Improvements and restoration costs related thereto.

7. Change Requests. No material changes or revisions to the Approved Final Drawings shall be made by Tenant unless approved in writing by Landlord. Upon Tenant’s request and submission by Tenant (at Tenant’s sole cost and expense) of the necessary information and/or plans and specifications for any such changes or revisions to the Approved Final Drawings and/or for any work other than the Work described in the Approved Final Drawings (“Change Requests”) and the approval by Landlord of such Change Request(s), which approval Landlord agrees shall not be unreasonably withheld and which will be confirmed by Landlord’s initialing the same, Tenant shall perform the additional work associated with the approved Change Request(s). Costs related to approved Change Requests and Change Orders shall include without limitation, any architectural or design fees and the General Contractor’s price for effecting the change. Landlord’s failure to approve any such Change Request by Tenant within five (5) days after receipt thereof shall be deemed Landlord’s approval of such change to the Approved Final Drawings (in which case such changes to the Approved Final Drawings need not be initialed by Landlord).

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8. Lease Provisions; Conflict. The terms and provisions of the Lease, insofar as they are applicable, in whole or in part, to this Exhibit, are hereby incorporated herein by reference. In the event of any conflict between the terms of the Lease and this Exhibit, the terms of this Exhibit shall prevail. Any amounts payable by Tenant to Landlord hereunder shall be deemed to be Additional Rent under the Lease and, upon any default in the payment of same, Landlord shall have all rights and remedies available to it as provided for in the Lease.

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EXHIBIT C-1

Construction Insurance Requirements

Before commencing work, the contractor shall procure and maintain at its sole cost and expense until completion and final acceptance of the work, at least the following minimum levels of insurance.

A. Workers’ Compensation in statutory amounts and Employers Liability Insurance in the minimum amounts of $100,000 each accident for bodily injury by accident and $100,000 each employee for bodily injury by disease with a $500,000 policy limit, covering each and every worker used in connection with the contract work.

B. Comprehensive General Liability Insurance on an occurrence basis including, but not limited to, protection for Premises/Operations Liability, Broad Form Contractual Liability, Owner’s and Contractor’s Protective, and Products/Completed Operations Liability*, in the following minimum limits of liability.

Bodily Injury, Property Damage, and Personal Injury Liability	$1,000,000/each occurrence
	$2,000,000/aggregate

* Products/Completed Operations Liability Insurance is to be provided fora period of at least one (1) year after completion of work.

Coverage should include protection for Explosion, Collapse and Underground Damage.

C. Comprehensive Automobile Liability Insurance with the following minimum limits of liability.

Bodily Injury and Property	$1,000,000/each occurrence
Damage Liability	$2,000,000/aggregate

This insurance will apply to all owned, non-owned or hired automobiles to be used by the Contractor in the completion of the work.

D. Umbrella Liability Insurance in a minimum amount of five million dollars ($5,000,000), providing excess coverage on a following-form basis over the Employer’s Liability limit in Paragraph A and the liability coverages outlined in Paragraphs B and C.

E. Equipment and Installation coverages in the broadest form available, but excluding coverage for Contractor’s tools and equipment and material not accepted by Tenant. Tenant will provide Builders Risk Insurance on all accepted and installed materials.

All policies of insurance, duplicates thereof or certificates evidencing coverage shall be delivered to Landlord prior to commencement of any work and shall name Landlord, and its partners and lenders as additional insureds as their interests may appear. All insurance policies shall (1) be issued by a company or companies licensed to be business in the state of California, (2) provide that no cancellation, non-renewal or material modification shall be effective without thirty (30) days prior written notice provided to Landlord, (3) provide no deductible greater than $15,000 per occurrence, (4) contain a waiver to subrogation clause in favor of Landlord, and its partners and lenders, and (5) comply with the requirements of the Lease to the extent such requirements are applicable.

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EX-10.11

Exhibit 10.11

CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN

REDACTED AND HAVE BEEN SEPARATELY FILED WITH

THE SECURITIES AND EXCHANGE COMMISSION

FLEXTRONICS CONFIDENTIAL

Flextronics Infrastructure Manufacturing Services Agreement

This Flextronics Manufacturing Services Agreement (“Agreement”) is entered into as of the date of the last signature of the parties hereto (the “Effective Date”) by and between Tintri, Inc., a Delaware corporation having its place of business at 303 Ravendale Drive, Mountain View, CA 94043 (“Customer”) and Flextronics Telecom Systems, Ltd., a Mauritius corporation having its place of business at Level 3, Alexander House, 35 Cybercity, Ebene, Mauritius (“Flextronics”).

Customer desires to engage Flextronics to perform manufacturing services as further set forth in this Agreement and in applicable SOWs (as defined below) to be attached by mutually agreement. The parties agree as follows:

1. DEFINITIONS

Flextronics and Customer agree that capitalized terms shall have the meanings set forth in this Agreement and Exhibit 1 attached hereto and incorporated herein by reference.

2. SCOPE OF AGREEMENT

2.1. General. Customer and its Affiliates design, develop, market, distribute, sell and license Products (as defined in Section 3.1 below) to distributors, resellers and end users worldwide. This Agreement specifies the terms and conditions under which Flextronics will provide manufacturing services to Customer and its Affiliates (as defined in Section 4.5 below) and perform Work (as defined in Section 3.1 below) related to Products.

2.2. Eligible Purchasers. This Agreement enables Customer and its Affiliates to engage Flextronics to perform Work with respect to Products under the terms and conditions of this Agreement.

2.3. No Exclusivity. Notwithstanding anything in this Agreement, this Agreement is not a requirements contract and does not obligate Customer or any of its Affiliates to engage Flextronics for any minimum quantity of manufacturing services or to purchase any minimum quantities of any product hereunder, but only establishes the terms and conditions for such for such purchases if, as and when Customer or its Affiliates submit purchase orders and forecasts in accordance with this Agreement. Customer and its Affiliates may engage third parties to perform manufacturing services for Products or manufacture Products itself.

3. MANUFACTURING SERVICES

3.1. Work. Customer hereby engages Flextronics to perform the work (hereinafter “Work”). “Work” shall mean to procure Materials and to manufacture, assemble, and test products (hereinafter “Product(s)”) pursuant to detailed written Specifications. Products can include, as identified in each applicable SOW (as defined below), PCBA-level products (“PCBA Products”), enclosure products (“Enclosures”), and customer configured finished products. Products, together with applicable pricing and Specifications, are identified in mutually-agreed upon statements of work (each, a “Statement of Work” or “SOW”), which may also include information such as the site at which the Work shall be performed and other relevant information, and each of which upon execution is incorporated by reference and subject to the terms of this Agreement. The “Specifications” for each Product or revision thereof, shall include but are not limited to bill of materials, designs, schematics, assembly drawings, process documentation, test specifications, current revision number, and Approved Vendor List, and shall be maintained and updated in accordance with the terms of this Agreement. The Specifications as provided by Customer (which may be referenced in (or attached to) the applicable SOW) and included in Flextronics’s production document management system are hereby referenced and incorporated herein. This Agreement does not include any new product introduction (NPI) or product prototype services related to the Products. In the event that Customer requires any such services, the parties shall enter into a separate agreement. In case of any conflict between the Specifications and this Agreement, this Agreement shall prevail.

3.2. Work Location. Unless otherwise mutually agreed by the parties in a SOW for particular Products, all Work will be performed at Flextronics manufacturing facility in [***].

3.3. Engineering Changes. Customer may request that Flextronics incorporate engineering changes into the Product by providing Flextronics with a description of the proposed engineering change sufficient to permit Flextronics to evaluate its feasibility and cost. Flextronics shall proceed with engineering changes when the parties have agreed upon the changes to the Specifications, delivery schedule and Product pricing and the Customer has issued a purchase order for the implementation costs or the parties have otherwise agreed on the costs for such engineering changes.

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FLEXTRONICS CONFIDENTIAL

3.4. Tooling; Non-Recurring Expenses; Software. Customer shall pay for or obtain and consign or loan to Flextronics any Product-specific tooling, equipment or software agreed by the parties to be reasonably necessary to perform the Work. All such property shall be and remain the property of Customer, and Flextronics shall be responsible for any loss or damage of such property in Flextronics’ custody to the extent of replacement value, except any damage as may be attributable to normal wear and tear. Flextronics agrees that all such Customer property shall be clearly marked as property of Customer, shall be kept in good working condition at Flextronics’ expense, shall be used exclusively for the manufacture, assembly and test of Products, and shall be returned to Customer or its designee upon expiration or termination of this Agreement or upon request of Customer.

Customer shall pay for non-recurring expenses reasonably necessary to perform the Work as agreed by the parties and as to be set forth in Flextronics’s quotation. All software that Customer provides to Flextronics or any test software that Customer engages Flextronics to develop, and all intellectual property rights in any such software, is and shall remain the property of Customer. Any infrastructure network or power requirements to support a dynamic test and assembly infrastructure will be performed and paid for by Flextronics, including power drops, power strips, power cords, network drops and equipment to support the network infrastructure. The Customer specific installations and equipment specified on Exhibit 2 attached hereto shall be paid for by the Customer.

3.5. Cost Reduction Projects. Flextronics agrees to endeavor to reduce the cost of manufacturing Products by [***] annually by methods such as, among other things, elimination of Materials, redefinition of Specifications, third party component price reductions and re-design of assembly or test methods. Customer will cooperate in Flextronic’s cost reduction efforts to the extent commercially reasonable for Customer. Flextronics and Customer agree to conduct quarterly reviews to analyze potential methods to reduce manufacturing costs. [***]

4. FORECASTS; ORDERS; FEES; PAYMENT

4.1. Forecast and Purchase Orders.

Customer shall provide Flextronics, on a monthly basis, a rolling nine (9) month forecast indicating Customer’s monthly Product requirements. , the first three months of the forecast shall constitute a purchase commitment by the Customer (“Purchase Commitment”). For purposes of shipment and invoicing, Customer shall issue purchase orders for the quantities of Products at least equal to the Purchase Commitment.

4.2. Purchase Orders; Precedence. Customer may use its standard purchase order form for any notice provided for hereunder; provided that all purchase orders must reference this Agreement and the applicable SOW or Specifications. The parties agree that the terms and conditions contained in this Agreement shall prevail over any terms and conditions of any such purchase order, acknowledgment form or other instrument.

4.3. Purchase Order and Forecast Acceptance. Purchase orders or forecasts shall normally be deemed accepted by Flextronics, provided, however that Flextronics may reject any purchase order or forecast: (a) that is an amended purchase order or forecast in accordance with Section 6.2 below because the purchase order or forecast is outside of the Flexibility Table; (b) if the fees reflected in the purchase order are inconsistent with the parties’ agreement with respect to the fees; (c) if the purchase order or forecast represents a significant deviation from the Purchase Commitment for the same period, unless such deviation is within the parameters of the Flexibility Table, except however that Flextronics will make commercially reasonably efforts to accept purchase orders or forecasts that represent an increase in demand outside of the Flexibility Table, or d) if a purchase order or forecast would result in the Customer’s Credit Exposure exceeding the then-applicable Credit Limit. Flextronics shall notify Customer of rejection of any purchase order or forecast within three (3) business days of receipt of such purchase order or forecast. The Customer’s Credit Exposure is defined as the sum of all unpaid invoices, and the value of all NCNR Inventory on hand or on order by Flextronics. At the end of each calendar month and upon request of Customer, Flextronics will inform Customer of the Customer’s credit exposure balance.

Flextronics will grant Customer an initial credit limit of [***]. Subject to adjustment as set forth herein, the credit limit will be determined each quarter. On a quarterly basis and upon receipt of Customer’s latest quarterly balance sheet, income statement, statement of cash flows and financial forecasts, Flextronics will review Customer’s Credit Limit and future credit limit requirements for the following 4 quarters. It is Flextronics’s goal to approve a sufficient credit limit in support of the Customer’s future growth. If necessary, Flextronics Treasury, Operations and Customer will work together in good faith to evaluate the approval of a higher limit or to agree on a plan to lower the overall credit exposure. Upon Customer’s request the respective executives at CFO level shall discuss a solution.

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FLEXTRONICS CONFIDENTIAL

Subject to the previous paragraph, Flextronics shall have the right to reduce the Customer’s credit limit by a reasonable amount upon the occurrence of any of the following (“Credit Review Event”): Prior to any credit decision, Flextronics will communicate with customer and the two parties will work together in good faith to resolve any credit issue.

1. More than [***] of Customer’s outstanding accounts receivable balance owed to Flextronics is more than [***] days past due;

2. A report by one or more of the following credit reporting agencies shows significant negative information about Customer: Dun and Bradstreet;

3. Customer fails to provide quarterly financial information, as mentioned above, in a reasonable time after a fiscal quarter of the Customer has ended; or

4. Customer has material non-debt liens filed against it for a total amount of at least [***]; Other creditors of Customer place Customer for collection or Customer has a judgement entered against it by a third-party for nonpayment of a total amount of at least [***].

Flextronics will use industry standard quantitative methods to determine creditworthiness based on quarterly customer provided financial information.

4.4. Fees; Changes; Taxes; Export.

(a) The fees shall be agreed by the parties and shall be indicated on the purchase orders issued by Customer and accepted by Flextronics. The initial fees shall be as set forth on the Fee List identified in the applicable SOW (the “Fee List”). If a Fee List is not attached or completed, then the initial fees shall be as set forth in purchase orders issued by Customer and accepted by Flextronics in accordance with the terms of this Agreement.

(b) Customer is responsible for additional fees and costs due to: (a) any pre-approved changes to the Specifications; (b) any failure of Customer or its subcontractor to timely provide sufficient quantities or a reasonable quality level of Customer consigned materials where applicable to sustain the production schedule; and (b) any pre-approved expediting charges reasonably necessary because of a change in Customer’s requirements.

(c) Flextronics and Customer agree to conduct quarterly reviews of all Fee Lists. Any changes and timing of changes shall be agreed by the parties, such agreement not to be unreasonably withheld or delayed. By way of example only, the fees may be increased by agreement of the parties if the market price of fuels, Materials, equipment, labor and other production costs, increase beyond normal variations in pricing or currency exchange rates as demonstrated by Flextronics. If any taxes, duties, laws, rules, regulations, court orders, administrative rulings or other governmentally-imposed or governmentally-sanctioned requirements (including, without limitation, mandatory wage increases) result in changes to the costs of performance of any Work hereunder (a “Governmental Change”), then the parties shall, as soon as possible following the identification of such Governmental Change, negotiate in good faith to agree on and implement revised prices to reflect such Governmental Change.

(d) All fees are exclusive of federal, state and local excise, sales, use, VAT, and similar transfer taxes, and any duties, and Customer shall be responsible for all such items. This subsection (d) does not apply to taxes on Flextronics’s net income.

(e) Unless otherwise agreed in a SOW, the Fees List shall be based on the exchange rate(s) for converting the purchase price for Inventory denominated in the Parts Purchase Currency(ies) into the Functional Currency. The fees shall be adjusted, on a monthly basis based on changes in the Exchange Rate(s) as reported on the last business day of each month, for the following month to the extent that such Exchange Rates change more than [***] from the prior month (the “Currency Window”). “Exchange Rate(s)” is defined as the closing currency exchange rate(s) as reported on Reuters’ page FIX on the last business day of the current month prior to the following month. “Functional Currency” means the currency in which all payments are to be made pursuant to Section 4.5 below. “Parts Purchase Currency(ies)” means U.S. Dollars, Japanese Yen and/or Euros to the extent such currencies are different from the Functional Currency and are used to purchase Inventory needed for the performance of the Work forecasted to be completed during the applicable month.

(f) Unless otherwise agreed in a SOW or other written agreement between the parties, for any Products to be shipped outside the United States Customer shall be the exporter of record.

4.5. Payment and Guaranty. Flextronics shall invoice Customer upon each shipment of Products to Customer’s location or to another location designated by Customer. Customer shall pay all invoices in U.S. Dollars within [***] days of the date of the invoice. Customer hereby unconditionally guarantees to Flextronics the full and prompt compliance by all Customer Affiliates with the terms and conditions of this Agreement, whether now existing or later arising (the “Guaranteed

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[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

FLEXTRONICS CONFIDENTIAL

Obligations”). This guarantee is absolute, continuing, unlimited and independent and will not be affected, diminished or released for any reason. Customer waives (i) diligence, presentment, demand for payment, protest or notice of any default or nonperformance by any Customer Affiliate, (ii) notice of waivers or indulgences given to any Customer Affiliate and (iii) all defenses, offsets and counterclaims against Flextronics, any right to the benefit of any security or statute of limitations, and any requirement that Flextronics proceed first against a Customer Affiliate or any collateral security and all other suretyship defenses. Until the Guaranteed Obligations have been paid and performed in full, Customer will not enforce any right of subrogation. For purposes of this Section, “Customer Affiliates” means Affiliates of Customer that purchase Products from Flextronics or any of its Affiliates.

4.6. Late Payment. If Customer fails to pay amounts due in accordance with the foregoing, Customer shall pay [***] interest on all late payments. Furthermore, if Customer fails to pay amounts due in accordance with the foregoing, or upon the occurrence of a Credit Review Event as described in Section 4.3., Flextronics may, in its reasonable discretion, undertake any or any combination of the following: (a) stop all Work under this Agreement until assurances of payment reasonably satisfactory to Flextronics are received or payment is received; (b) demand prepayment for purchase orders; (c) delay shipments; and (d) to the extent that Flextronics’s personnel cannot be reassigned to other billable work during such stoppage and/or in the event restarts cost are incurred, invoice Customer for reasonable additional fees directly attributable to such stoppage before the Work can resume. Customer agrees to provide such financial information as may be reasonably requested by Flextronics from time to time in order to make a proper assessment of the creditworthiness of Customer.

5. MATERIALS PROCUREMENT; CUSTOMER RESPONSIBILITY FOR MATERIALS

5.1. Authorization to Procure Materials, Inventory and Special Inventory. Customer’s accepted purchase orders and forecast shall constitute authorization for Flextronics to procure, in accordance with this Agreement and applicable SOWs and any then-effective inventory management policies that have been mutually agreed between the parties:

(a) Inventory to manufacture the Products covered by such purchase orders and forecast based on the applicable Lead Times; and

(b) Special Inventory authorized by Customer; and

(c) Minimum Order Inventory reasonably required to support Customer’s purchase orders and forecast.

As a general guideline, the parties expect Flextronics to have on hand at any time sufficient inventory to cover such amounts as may be agreed in a SOW. The parties agree to meet at least once each calendar quarter to review, manage and mutually change policies or SOWs regarding the purchase of components and management of inventory.

5.2. Supply Chain Management.

(a) Purchases Off Of AVL. Customer shall provide to Flextronics and maintain an Approved Vendor List. Flextronics shall purchase from vendors on a current AVL the Materials required to manufacture the Products. [***]. If Flextronics determines that it is able to procure any Materials or Customer Negotiated Materials with better pricing than available from approved vendors or pursuant to Customer Negotiated Materials Terms, it shall promptly notify the Customer.

(b) Customer Negotiated Materials. Customer may direct Flextronics to purchase Customer Negotiated Materials in accordance with the Customer Negotiated Materials Terms. Customer acknowledges that the Customer Negotiated Materials Terms may directly impact Flextronics’s ability to perform under this Agreement and to provide Customer with the flexibility Customer is requiring pursuant to the terms of this Agreement. In the event that Flextronics reasonably believes that Customer Negotiated Materials Terms shall create an additional cost that is not covered by this Agreement, then Flextronics shall notify Customer and the parties shall negotiate in good faith to either (a) compensate Flextronics for such additional costs, (b) amend this Agreement to conform to the Customer Negotiated Materials Terms or (c) amend the Customer Negotiated Materials Terms to conform to this Agreement, in each case at no additional charge to Flextronics. Customer agrees to provide copies to Flextronics of all Customer Negotiated Materials Terms upon the execution of this Agreement and promptly upon execution of any new agreements with suppliers. If Customer enters into new Customer Negotiated Terms with suppliers that negatively impact Flextronics’ terms, the Fee List shall be adjusted accordingly. Customer shall notify Flextronics within 10 business days in advance before the coming into effect of such new Customer Negotiated Terms.

(c) Preferred Supplier. Customer shall include Flextronics on AVL’s for Materials that Flextronics can supply, if Flextronics is competitive with other suppliers with respect to reasonable and unbiased criteria for acceptance established by Customer. If Flextronics is on an AVL and its prices and quality are competitive with other vendors, then Customer shall raise no objection to Flextronics sourcing Materials from itself. For purposes of this Section 5.2 only, the term “Flextronics” includes any companies affiliated with Flextronics.

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(d) Materials Warranties. Flextronics shall endeavor to obtain and pass through to Customer and its Affiliates (without any actual liability for) the following warranties with regard to the Materials (other than the Production Materials): (i) conformance of the Materials with the vendor’s specifications and/or with the Specifications; (ii) that the Materials shall be free from defects in workmanship; (iii) that the Materials shall comply with Environmental Regulations; and (iv) that the Materials shall not infringe the intellectual property rights of third parties. Flextronics shall pass through to Customer and its Affiliates all transferable warranties from its suppliers.

(e) Inventory Commitments. The parties shall use their respective commercially reasonable efforts to achieve a targeted [***] of the Inventory per year. These efforts shall include, but not be limited to, improvements in forecasting accuracy, negotiating and implementation of vendor managed inventory (VMI) programs, implementing manufacturing cycle time reductions through lean programs, and reducing supplier lead-times. The parties shall review the actual inventory turns during the quarterly business review. If the turns are below the targeted turns, the parties shall outline actions to improve the turns.

5.3. Customer Responsibility for Inventory and Special Inventory. In addition to the Purchase Commitment as described in Section 4.1, Customer is responsible under the conditions provided in this Agreement for all Materials, Inventory and Special Inventory purchased by Flextronics under and in accordance with this Section 5.

If Flextronics purchases components or inventory other than in accordance with this Agreement and mutually agreed inventory management policies, Customer shall not be responsible for such components or inventory. In any event, Flextronics shall have a duty to mitigate Customer’s component and inventory liability.

6. SHIPMENTS, SCHEDULE CHANGE, CANCELLATION, STORAGE

6.1. Shipments. Flextronics shall (a) deliver all Products pursuant to the terms of this Agreement suitably packed for shipment in accordance with the Specifications and marked for shipment to the destination specified by Customer in the applicable purchase order, and (b) make such deliveries EXW (Ex works, Incoterms 2000) Flextronics’s manufacturing facility. Risk of loss and title shall pass to Customer upon delivery by Flextronics of the Products to the stated delivery point in accordance with the applicable Incoterm. All freight, insurance and other shipping expenses, as well as any special packing expenses not expressly included in the original quotation for the Products, shall be paid by Customer. In the event Customer designates a freight carrier to be utilized by Flextronics, Customer agrees to designate only freight carriers that are currently in compliance with all applicable laws relating to anti-terrorism security measures and to adhere to the C-TPAT (Customs-Trade Partnership Against Terrorism) security recommendations and guidelines as outlined by the United States Bureau of Customs and Border Protection and to prohibit the freight carriage to be sub-contracted to any carrier that is not in compliance with the C-TPAT guidelines.

6.2. Quantity Increases and Shipment Schedule Chances.

(a) For any accepted purchase order or provided forecasts, Customer may increase or decrease the quantity of Products or reschedule the quantity of Products and their shipment date as provided below, in accordance with the following:

Purchase orders may not be rescheduled except by mutual agreement, which Flextronics may grant or withhold in its reasonable discretion. The forecast outside the Purchase Commitment as described in Section 4.1 may be increased or decreased as required by Customer subject to Customer’s liability for Inventory and Special Inventory liability as described in Section 5.3.

Any decreases in forecast inside the Purchase Commitment as described in Section 4.1 shall be treated as cancellations, for which Customer shall be responsible for costs and liabilities as set forth in Section 6.3 below. Any decreases in forecasts outside the Purchase Commitment as described in Section 4.1 shall not be treated as cancellations.

Customer may adjust the quantity of Products ordered or forecast in accordance with the following table (the “Flexibility Table”):

Maximum Allowable Variance From Accepted Purchase Order & Forecast Quantities/Shipment Dates

# of days before Shipment Date on Purchase Order or Forecast	Allowable Quantity Increases	Maximum Reschedule Quantity	Maximum Reschedule Period
0-14	[***]	[***]	[***]
15-30	[***]	[***]	[***]
31-60	[***]	[***]	[***]
61-90	[***]	[***]	[***]

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Any decrease in quantity inside the Purchase Commitment is considered a cancellation, unless the decreased quantity is rescheduled for delivery at a later date in accordance with the Flexibility Table. Any quantities increased or rescheduled pursuant to this Section 6.2(a) may not be subsequently increased or rescheduled.

For any changes (including but not limited to cancellation and reschedules), Customer shall be responsible for Inventory liability as set forth in Section 6.3(a) and the costs set forth in Section 6.3(b).

(b) Flextronics shall use reasonable commercial efforts to meet any quantity increases, which are subject to Materials and capacity availability. All reschedules or quantity increases outside of the Flexibility Table require Flextronics’s approval, which shall not be unreasonably withheld or delayed. If Flextronics agrees to accept a reschedule to pull in a delivery date or an increase in quantities in excess of the Flexibility Table, and if there are extra costs actually incurred by Flextronics to meet such reschedule or increase that are pre-approved by Customer, then Customer shall be liable for such extra costs.

(c) Any delays in the normal production or interruption in the workflow process caused by Customer’s changes to the Specifications or failure to provide sufficient quantities or a reasonable quality level of Customer consigned materials where applicable to sustain the production schedule, shall be considered a reschedule of any affected purchase orders for purposes of this Section 6.2 for the period of such delay.

(d) Products that have been ordered by Customer and that have not been picked up in accordance with the agreed upon shipment dates shall be considered cancelled if Customer has not provided notice to Flextronics to reconfigure and deliver such Products within five business days. Absent such notice Customer shall be responsible for such Products in the same manner as set forth in Section 6.3.

(e) If the forecast for any period is less than the previous forecast supplied over the same period, that amount shall be considered canceled and Customer shall be responsible for any Special Inventory purchased or ordered by Flextronics to support the forecast.

6.3. Cancellations; Purchases of Excess and Obsolete Inventory and Cancellations.

(a) Except as provided in Section 6.2, Customer may not cancel all or any portion of Product quantity of an accepted purchase order or forecast without Flextronics’s prior written approval, which shall not be unreasonably withheld or delayed. If Customer does not request prior approval, or if Customer and Flextronics do not agree in writing to specific terms with respect to any approved cancellation, then Customer shall pay Flextronics Monthly Charges for any such cancellation, calculated as of the first day after such cancellation for any Product or Inventory or Special Inventory procured by Flextronics to support the original delivery schedule. In addition, if Flextronics notifies Customer that any Product (or partially completed Product) subject to such cancellation has remained in Flextronics’s possession for more than [***], then Customer shall immediately purchase from Flextronics such Product at the established fees for such Products (or a pro-rata proportion thereof for any applicable work-in-progress).

(b) Notwithstanding anything else in this Agreement, Customer shall be responsible for the following:

(i) Excess Inventory.

A. Carrying Charges. Within five (5) business days after the end of every calendar month, Flextronics shall report the Excess Inventory to Customer. Within five (5) business days of receiving such report, Customer shall review the report and advise Flextronics of any inventory that it believes is not Excess Inventory. The parties shall endeavor to finalize the Excess Inventory report to the reasonable satisfaction of both parties within fifteen (15) business days after the end of each calendar month. After fifteen (15) business days after the end of each calendar month, Customer shall pay Flextronics a carrying cost fee equal to the value of the undisputed Excess Inventory times the Monthly Charges and shall pay a comparable carrying cost fee with respect to any disputed items promptly following dispute resolution.

B. Purchase of Excess. On a monthly basis, Customer shall purchase undisputed Excess Inventory that has been Excess Inventory for at least [***], as identified in final excess inventory reports prepared in accordance with paragraph A above, at a price equal to the Cost plus MOH.

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(ii) Obsolete Inventory. Within five (5) business days after the end of every calendar month, Flextronics shall report the Obsolete Inventory to Customer. Within five (5) business days of receiving such report, Customer shall review the report and advise Flextronics of any inventory that it believes is not Obsolete Inventory. The parties shall endeavor to finalize the Obsolete Inventory report to the reasonable satisfaction of both parties within fifteen (15) business days after the end of each calendar month. After fifteen (15) business days after the end of each month, Customer shall issue a purchase order to Flextronics and purchase the undisputed Obsolete Inventory at a price equal to the Cost plus MOH and shall purchase any disputed Obsolete Inventory at the same price promptly following dispute resolution.

(iii) Aged Inventory. Within five (5) business days after the end of every calendar month, Flextronics shall report the Aged Inventory to Customer. Within five (5) business days of receiving such report, Customer shall review the report and advise Flextronics of any inventory that it believes is not Aged Inventory. The parties shall endeavor to finalize the Aged Inventory report to the reasonable satisfaction of both parties within fifteen (15) business days after the end of each month. After fifteen (15) business days after the end of each month, Customer shall issue a purchase order to Flextronics and purchase the undisputed Aged Inventory at a price equal to the Cost plus MOH and shall purchase any disputed Aged Inventory at the same price promptly following dispute resolution.

Prior to invoicing Customer for the amounts due pursuant to (i), (ii) and (iii) of this Section, Flextronics shall use commercially reasonable efforts for a period not to exceed 30 days to return or repurpose unused Inventory and Special Inventory and to cancel pending orders for such Inventory, and to otherwise mitigate the amounts payable by Customer.

Flextronics shall ship the Inventory and Special Inventory paid for by Customer under this Section to Customer promptly upon said payment by Customer. In the event Customer does not pay within 30 days, Flextronics shall be entitled to dispose of such Inventory and Special Inventory in a commercially reasonable manner and credit to Customer any monies received from third parties. Flextronics shall then submit an invoice for the balance amount due and Customer agrees to pay said amount within 30 days of its receipt of the invoice.

(c) For changes (including but not limited to cancellation and reschedules) that are not consistent with the Flexibility Table, Customer shall be responsible for the following costs in addition to the charges set forth in Sections 6.3(a) and (b) above:

(i) any vendor cancellation charges incurred; and

(ii) reasonable expenses incurred by Flextronics related to labor and equipment specifically put in place to support the purchase orders and forecasts that are affected by such reschedule or cancellation (as applicable).

6.4. No Waiver. For the avoidance of doubt, Flextronics’s failure to invoice Customer for any of the charges set forth in this Section does not constitute a waiver of Flextronics’s right to charge Customer for the same event or other similar events in the future.

6.5. Late Deliveries. If manufacturing difficulties or significant delivery delays are foreseen by Flextronics, Flextronics shall without undue delay notify Customer thereof in writing. If deliveries are delayed beyond the agreed delivery date due to causes directly attributable to Flextronics, Customer shall be entitled to claim from Flextronics and Flextronics agrees to pay the reasonable direct costs actually incurred by Customer or its Affiliates as a result of such delayed delivery.

7. PRODUCT ACCEPTANCE AND EXPRESS LIMITED WARRANTY

7.1. Product Acceptance. The Products delivered by Flextronics shall be inspected and tested as required by Customer within thirty (30) days of receipt at the “ship to” location on the applicable purchase order. If Products do not comply with the express limited warranty set forth in Section 7.2 below, Customer has the right to reject such Products during said period. Products not rejected during said period shall be deemed accepted. Customer may return defective Products, freight collect, after obtaining a return material authorization number from Flextronics to be displayed on the shipping container and completing a failure report. Rejected Products shall be promptly repaired or replaced, at Flextronics’s option, and returned freight pre-paid. Customer shall bear all of the risk, and all costs and expenses, associated with Products that have been returned to Flextronics for which there is no defect found. If Customer finds three (3) or more similar or like defects in any Product in any three month period, Flextronics agrees to conduct such failure analysis actions as reasonably requested by Customer.

7.2. Express Limited Warranties. This Section 7.2 sets forth Flextronics’s sole and exclusive warranties and Customer’s sole and exclusive remedies with respect to a breach by Flextronics of such warranties.

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(a) Flextronics warrants that the Products shall have been manufactured in accordance with [***] applicable Specifications and shall be free from defects in workmanship for a period of one (1) year from the date of shipment.

In addition, Flextronics warrants that Production Materials are in compliance with Environmental Regulations. In addition, Flextronics warrants that, upon delivery of Product to Customer or its Affiliates or to a third party designated by Customer of its Affiliates pursuant to this Agreement, Customer or its Affiliate or such third party will acquire good and valid title to the Product free and clear of all liens and encumbrances; provided, however, that this warranty does not include a warranty of non-infringement of any Intellectual Property Rights.

(b) Notwithstanding anything else in this Agreement, the express limited warranties set forth in Section 7.2(a) do not apply to, and Flextronics makes no representations or warranties whatsoever with respect to: (i) Materials; (ii) defects resulting from the Specifications or the design of the Products; (iii) Product that has been abused, damaged, altered or misused by any person or entity after title passes to Customer; (iv) first articles, prototypes, pre-production units, test units or other similar Products; (v) defects resulting from tooling, designs or instructions produced or supplied by Customer, or (vi) the compliance of Materials or Products with any Environmental Regulations.

(c) Upon any failure of a Product to comply with the express limited warranties set forth in Section 7.2(a), Flextronics’s sole obligation, and Customer’s sole remedy, is for Flextronics, at its option, to promptly repair or replace such unit and return it to Customer freight prepaid. Customer shall return Products covered by this warranty freight prepaid after completing a failure report and obtaining a return material authorization number from Flextronics to be displayed on the shipping container. Customer shall bear all of the risk, and all costs and expenses, associated with Products that have been returned to Flextronics for which there is no defect found.

(d) Customer shall provide its own warranties directly to any of its end users or other third parties. Customer shall not pass through to end users or other third parties the warranties made by Flextronics under this Agreement or any Materials warranties passed-through to Customer pursuant to Section 5.2(d); provided, however, that this shall not limit or affect any warranties made by Flextronics to Customer in this Agreement or any rights of Customer related to such warranties. Customer shall not make any representations to end users or other third parties on behalf of Flextronics, and Customer shall expressly indicate that the end users and third parties must look solely to Customer in connection with any problems, warranty claim or other matters concerning the Product.

7.3. General Representation and Warranties. As of the Effective Date and continuing throughout the term of this Agreement, Flextronics represents and warrants to Customer that:

(i) Flextronics is a corporation duly organized, validly existing and in good standing under the laws of Mauritius;

(ii) Flextronics has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement;

(iii) The execution, delivery and performance of this Agreement by Flextronics have been approved by all necessary action on the part of Flextronics and this Agreement is a valid and binding obligation of Flextronics, enforceable against Flextronics in accordance with its terms;

(iv) The execution, delivery and performance of this Agreement by Flextronics do not and will not conflict with, violate or breach any charter, by-law, agreement, instrument, law, judgment or order to which Flextronics is subject;

(v) Flextronics is not subject to or involved in any pending or threatened litigation or claim that is related to or could reasonably be expected to affect Flextronics’s performance of its obligations under this Agreement;

(vi) Flextronics will comply with all applicable laws in the performance of this Agreement;

[***]

[***].

7.4. Epidemic Failure.

(a) An Epidemic Failure means:

(i) Product failures that (x) are caused by the same failure or defect if such failure or defect constitutes a breach of warranties of Flextronics under this Agreement (assuming only for purposes of this Section 7.4 that Flextronics warranties in this Agreement apply for a period of two (2) years after shipment), and (y) occur at a rate equal to or greater than the epidemic failure rate provided in the SOW for the Product over the last three (3) month period and explicitly defined as an epidemic failure event; or

(ii) the occurrence of more than one event classified as a safety incident involving a Product, defined as (x) a condition that is likely to produce bodily injury or property damage, or (y) a noncompliance event involving a safety-related standard, license or testing agency evaluation, in each case provided that such condition or noncompliance constitutes a breach of warranties.

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(b) Upon the occurrence of an Epidemic Failure as described in Section 7.4(a), Customer will have the following additional remedies for a [***] period commencing upon shipment of the Product:

(i) Flextronics will implement appropriate containment actions within one business day of a request from Customer;

(ii) Flextronics will provide a root cause analysis, failure analysis and provide an action plan to Customer no later than five (5) business days following the receipt of the Epidemic Failure Product or component. Flextronics reports shall correspond to industry standards. Customer will make available such information and assistance as reasonably required to allow Flextronics to conduct its root cause analysis and provide its corrective action plan;

(iii) Flextronics and Customer will meet to discuss appropriate corrective actions and to negotiate in good faith an equitable sharing of costs relating to a corrective action plan; and

(iv) If more than eight (8) business days have passed since Customer has informed Flextronics in writing about the Epidemic Failure and Flextronics received the Epidemic Failure Product or component and the Parties have not agreed on the corrective actions, Customer shall notify Flextronics in writing of its intention to remedy any Epidemic Failure by stating the corrective actions it intends to undertake. Promptly, but in any event within three (3) business days after receipt of such notification, Flextronics may specifically comment on the Customer-proposed corrective actions by providing proposals for alternative corrective actions having a substantially similar outcome or effect as those proposed by Customer.

If Flextronics fails to propose such alternative corrective actions within the time frame set forth in the last sentence of the preceding paragraph, then Customer shall be entitled to take all steps necessary to replace any units of the Product affected by the Epidemic Failure at Flextronics’s cost or to take such other corrective action proposed by Customer at Flextronics’s cost. If Flextronics proposes any such qualifying alternative corrective actions within the time frame set forth in the last sentence of the preceding paragraph and such proposed alternative corrective actions are acceptable to Customer, then Customer shall be entitled to take all steps necessary to implement such actions at Flextronics cost. If Flextronics proposes any such qualifying alternative corrective actions within the time frame set forth in the last sentence of the preceding paragraph and such proposed alternative corrective actions are not acceptable to Customer and Customer decides to implement the Customer-proposed actions, Flextronics shall be liable to Customer for only the reasonable expected costs of the qualifying corrective actions proposed by Flextronics and Flextronics shall not be liable for any additional costs incurred by Customer in excess of the reasonable expected costs that would have been incurred by implementing the qualifying alternative corrective actions proposed by Flextronics.

7.5. No Representations or Other Warranties. EXCEPT AS SET FORTH IN THIS AGREEMENT, FLEXTRONICS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES ON THE PERFORMANCE OF THE WORK, OR THE PRODUCTS, EXPRESS, IMPLIED OR STATUTORY, AND FLEXTRONICS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, TITLE OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

8. INTELLECTUAL PROPERTY LICENSES

8.1. Customer Technology. Flextronics acknowledges and agrees that, as between Flextronics and Customer, Customer or its Affiliates own all right, title, and interest in and to all Intellectual Property Rights related to all Products delivered to or as directed by Customer or its Affiliates, excluding any Intellectual Property Rights owned by Flextronics related to the manufacturing processes used by Flextronics to perform its services under this Agreement. “Intellectual Property Rights” means all copyrights, trademarks, trade secrets, patents, mask works, and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.

8.2. Licenses. Customer hereby grants Flextronics a limited, conditional, personal, non-exclusive, non-transferable license during the term of this Agreement to use Intellectual Property Rights of Customer for the sole purpose and solely as necessary to perform Flextronics’s obligations under this Agreement, if in the absence thereof, the activities of Flextronics in performing the Work would infringe Intellectual Property Rights of the Customer or its Affiliates.

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8.3. Flextronics Technology. Flextronics shall not include or incorporate any Flextronics Technology into any Product without Customer’s prior written consent. If such written consent is provided, then in consideration of such consent and for other good and valuable consideration, Flextronics hereby grants to Customer an unlimited, unconditional, fully paid-up, perpetual, worldwide, non-exclusive, transferable and sublicensable license and right to use, modify, commercialize, incorporate into products, and make, have made, use, market and sell services and products utilizing and incorporating, the Flextronics Technology. Flextronics represents to Customer that, to Flextronics’ knowledge, as of the Effective Date, Flextronics owns or has sufficient right and license to all Intellectual Property Rights necessary to perform its obligations under this this Agreement. “Flextronics Technology” shall mean the Intellectual Property Rights owned or licensed by Flextronics or its Affiliates or to which Flextronics and/or its Affiliates have clearance to use, and all continuations, divisionals, continuations-in-part, reissues, re-examinations, and foreign counterparts thereof, and all know-how related thereto.

8.4. No Other Licenses. Except as otherwise specifically provided in this Agreement, each party acknowledges and agrees that no licenses or rights under any of the Intellectual Property Rights of the other party are given or intended to be given to such other party.

9. TERM AND TERMINATION

9.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue for one (1) years thereafter until terminated as provided in Section 9.2 (Termination) or 11.8 (Force Majeure). After the expiration of the initial term hereunder (unless this Agreement has been terminated), this Agreement shall be automatically renewed for separate but successive one-year terms unless either party provides written notice to the other party that it does not intend to renew this Agreement one hundred and twenty (120) days or more prior to the end of any term.

9.2. Termination. This Agreement (a) may be terminated by Customer for convenience at any time upon ninety (90) days written notice to the other party, (b) may be terminated by Flextronics for convenience at any time after one year after the Effective Date upon one hundred and twenty (120) days written notice to the other party, (c) may be terminated by either party if the other party defaults in any payment to the terminating party and such default continues without a cure for a period of fifteen (15) days after the delivery of written notice thereof by the terminating party to the other party, (d) may be terminated by either party if the other party defaults in the performance of any other material term or condition of this Agreement and such default continues unremedied for a period of thirty (30) days after the delivery of written notice thereof by the terminating party to the other party, or (e) pursuant to Section 11.8 (Force Majeure).

9.3. Effect of Expiration or Termination. Expiration or termination of this Agreement under any of the foregoing provisions: (a) shall not affect the amounts due under this Agreement by either party that exist as of the date of expiration or termination, and (b) as of such date the provisions of Sections 6.2, 6.3, and 6.4 shall apply with respect to payment and shipment to Customer of finished Products, Inventory, and Special Inventory in existence as of such date, and (c) shall not affect Flextronics’s obligations in Section 7 above. Sections 1, 4.5, 4.6, 6.3, 7, 8, 9, 10 and 11 shall be the only terms that shall survive any termination or expiration of this Agreement.

10. INDEMNIFICATION; LIABILITY LIMITATION

10.1. Indemnification by Flextronics. Flextronics agrees to defend, indemnify and hold harmless, Customer and its Affiliates and all directors, officers, employees, and agents of Customer and its Affiliates (each, a “Customer Indemnitee”) from and against all claims, actions, losses, expenses, damages or other liabilities, including reasonable attorneys’ fees (collectively, “Damages”) incurred by or assessed against any of the Customer Indemnitees arising out of or resulting from: third-party claims relating to:

(a) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product sold by Flextronics to Customer hereunder, but solely to the extent such injury or damage has been caused by the breach by Flextronics of its warranties or obligations set forth in this Agreement or negligence on the part of Flextronics;

(b) any infringement of the intellectual property rights of any third party but solely to the extent that such infringement is caused by a process that Flextronics uses to manufacture, assemble and/or test the Products; or

(c) noncompliance with any Environmental Regulations but solely to the extent that such non-compliance is caused by a process or Production Materials that Flextronics uses to manufacture, assemble and/or test the Products.

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10.2. Indemnification by Customer. Customer agrees to defend, indemnify and hold harmless, Flextronics and its affiliates, and all directors, officers, employees and agents (each, a “Flextronics Indemnitee”) from and against all Damages incurred by or assessed against any of the foregoing arising out of or resulting from third party claims relating to:

(a) any failure of any Product (and Materials contained therein) sold by Flextronics hereunder to comply with any safety standards and/or Environmental Regulations to the extent that such failure has not been caused by Flextronics’s breach of its warranties or obligations set forth in this Agreement or negligence on the part of Flextronics;

(b) any actual or threatened injury or damage to any person or property caused, or alleged to be caused, by a Product, but only to the extent such injury or damage has not been caused by Flextronics’s breach of its warranties or obligations under this Agreement or negligence on the part of Flextronics; or

(c) any infringement of the intellectual property rights of any third party by any Product except to the extent such infringement is the responsibility of Flextronics pursuant to Section 10.1(c) above.

10.3. Procedures for Indemnification. With respect to any third-party claims, either party shall give the other party prompt notice of any third-party claim and cooperate with the indemnifying party at its expense. The indemnifying party shall have the right to assume the defense (at its own expense) of any such claim through counsel of its own choosing by so notifying the party seeking indemnification within thirty (30) calendar days of the first receipt of such notice. The party seeking indemnification shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. The indemnified party shall not, without the prior written consent of the indemnifying party, agree to the settlement, compromise or discharge of such third-party claim.

10.4. Sale of Products Enjoined. Should the use of any Products be enjoined for a cause stated in Section 10.1(b), or in the event the indemnifying party desires to minimize its liabilities under Section 10, in addition to its indemnification obligations set forth in this Section 10, the indemnifying party shall either substitute a fully equivalent Product or process (as applicable) not subject to such injunction, modify such Product or process (as applicable) so that it no longer is subject to such injunction, or obtain the right to continue using the enjoined process or Product (as applicable). In the event that any of the foregoing remedies cannot be effected on commercially reasonable terms, then, all accepted purchase orders and the current forecast shall be considered cancelled and Customer shall purchase all Products, Inventory and Special Inventory as provided in Section 6.3 hereof. Any changes to any Products or process must be made in accordance with Section 3.3 above. Notwithstanding the foregoing, in the event that a third party makes an infringement claim, but does not obtain an injunction, the indemnifying party shall not be required to substitute a fully equivalent Product or process (as applicable) or modify the Product or process (as applicable) if the indemnifying party obtains an opinion reasonably acceptable to the other party from competent patent counsel reasonably acceptable to the other party or otherwise provides reasonable assurances that such Product or process is not infringing or that the patents alleged to have been infringed are invalid.

10.5. No Other Liability. EXCEPT WITH RESPECT TO A PARTY’S OBLIGATIONS OF INDEMNIFICATION PURSUANT TO THIS SECTION 10 OR A BREACH OF SECTION 11.1 BELOW OR WITH RESPECT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

THIS SECTION 10 STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.

10.6. CAP ON LIABILITY. EXCEPT WITH RESPECT TO FLEXTRONICS’S OBLIGATIONS OF INDEMNIFICATION PURSUANT TO THIS SECTION 10, FLEXTRONICS’S WARRANTY OBLIGATIONS UNDER SECTION 7.2 OR BREACH OF SECTION 11.1 BELOW OR WITH RESPECT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FLEXTRONICS’S TOTAL LIABILITY TO CUSTOMER HEREUNDER IN ANY TWELVE MONTH PERIOD SHALL IN NO EVENT EXCEED [***].

11. MISCELLANEOUS

11.1. Confidentiality. Each party shall refrain from using any and all Confidential Information of the disclosing party for any purposes or activities other than those specifically authorized in this Agreement. Except as otherwise specifically permitted herein or pursuant to written permission of the party to this Agreement owning the Confidential Information, no party shall disclose or facilitate disclosure of Confidential Information of the disclosing party to anyone without the prior written

11

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

FLEXTRONICS CONFIDENTIAL

consent of the disclosing party, except to its Affiliates or directors, officers, shareholders, employees, consultants, or agents of such party and its Affiliates who need to know such information for carrying out the activities contemplated by this Agreement and who have agreed in writing to confidentiality terms, or are subject to fiduciary or professional confidentiality obligations, that are no less restrictive than the requirements of this Section. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party pursuant to a required legal process, subpoena or other court process

or legal or regulatory disclosure requirement after, to the extent reasonably practicable, (i) having given the disclosing party prompt notice of the receiving party’s receipt of such process and (ii) having given the disclosing party a reasonable opportunity to oppose such process or to obtain a protective order. Subject to each party’s right to maintain copies of Confidential Information in accordance with such party’s reasonable record-keeping requirements (and provided further that such information shall be used only as required by law or in connection with this Agreement), Confidential Information of the disclosing party in the custody or control of the receiving party shall be promptly returned or destroyed promptly following the disclosing party’s written request. Confidential Information disclosed pursuant to this Agreement shall be maintained confidential for a period of three (3) years after the disclosure thereof, except that the existence and terms of this Agreement shall be confidential until two (2) years after termination of this Agreement.

11.2. Use of Name is Prohibited. The existence and terms of this Agreement are Confidential Information and protected pursuant to Section 1.1 above. Accordingly, Customer may not use Flextronics’s name or identity, and Flextronics may not use Customer’s name or identity. or neither party may use any other Confidential Information, in any advertising, promotion or other public announcement without the prior express written consent of the other party.

11.3. Entire Agreement; Severability. This Agreement and applicable SOWs constitutes the entire agreement between the Parties with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties relating to such transactions. If the scope of any of the provisions of this Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law so long as the economic or legal substance of the matters contemplated by this Agreement is not affect in a manner materially adverse to either party.

11.4. Amendments; Waiver. This Agreement may be amended only by written consent of both parties. The failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision. Neither party shall be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by a duly authorized representative of the party against which such waiver is asserted.

11.5. Independent Contractor. Neither party shall, for any purpose, be deemed to be an agent of the other party and the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.

11.6. Expenses. Each party shall pay their own expenses in connection with the negotiation of this Agreement. All fees and expenses incurred in connection with the resolution of Disputes shall be allocated as further provided in Section 11.11 below.

11.7. Insurance. Flextronics and Customer agree to maintain appropriate insurance to cover their respective risks under this Agreement with coverage amounts commensurate with levels in their respective markets. Customer specifically agrees to maintain insurance coverage for any finished Products or Materials the title and risk of loss of which passes to Customer pursuant to this Agreement and which is stored on the premises of Flextronics.

11.8. Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than a payment obligation) due to any act of God, acts or decrees of governmental or military bodies, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, Materials unavailability beyond Flextronics’s reasonable control or any other cause beyond the reasonable control of the party invoking this section (collectively, a “Force Majeure”), and if such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Regardless of the excuse of Force Majeure, if such party is not able to perform within ninety (90) days after such event, the other party may terminate the Agreement.

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FLEXTRONICS CONFIDENTIAL

11.9. Successors, Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. Neither party shall have the right to assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the foregoing, (i) a party may assign some or all of its rights and obligations under this Agreement to an affiliated entity; and (ii) a party may assign some or all of its rights and obligations under this Agreement to the surviving entity in the event of a merger, acquisition, or consolidation involving such party or to the successor to or purchaser of any portion of such party’s business resulting from a reorganization, spin-off, or sale of all or a portion of the assets of any business, division, or group of such party if such surviving entity, successor or purchaser agrees in writing to be bound by this Agreement; provided, however, that no such assignment in either such case shall relieve the assigning party of any obligations or liabilities under this Agreement.

11.10 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed received (a) when delivered personally; (b) when sent by confirmed facsimile; (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 commercial overnight carrier. All communications shall be sent to the addresses set forth above or to such other address as may be designated by a party by giving written notice to the other party pursuant to this section.

11.11. Governing Law; Disputes Resolution; Waiver of Jury Trial.

(a) This Agreement shall be governed by and interpreted in accordance with the laws of the state of California and the parties hereby consent to the personal and exclusive jurisdiction and venue of the California state courts and the Federal courts located in Santa Clara County, California. Notwithstanding the foregoing, except with respect to enforcing claims for injunctive or equitable relief, any dispute, claim or controversy arising from or related in any way to this Agreement or the interpretation, application, breach, termination or validity thereof, including any claim of inducement of this Agreement by fraud will be submitted for resolution by binding arbitration in accordance with the Comprehensive Arbitration Rules & Procedures of JAMS. The arbitration will be held in Santa Clara County, California and it shall be conducted in the English language. Judgment on any award in arbitration may be entered in any court of competent jurisdiction. Notwithstanding the above, each party shall have recourse to any court of competent jurisdiction to enforce claims for injunctive and other equitable relief.

(b) IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY^-AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to this Agreement, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.

11.12. Even-Handed Construction. The terms and conditions as set forth in this Agreement have been arrived at after mutual negotiation, and it is the intention of the parties that its terms and conditions not be construed against any party merely because it was prepared by one of the parties.

11.13. Controlling Language. This Agreement is in English only, which language shall be controlling in all respects. All documents exchanged under this Agreement shall be in English.

11.14. Counterparts. This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their duly authorized representatives as of the Effective Date.

TINTRI, INC.:		FLEXTRONICS TELECOM SYSTEMS LTD:
Signed:	/s/ Ian Halifax	Signed:	/s/ Manny Marimuthu
Print Name:	Ian Halifax	Print Name:	Manny Marimuthu
Title:	CFO	Title:	Director
Date:	22 Dec 2014	Date:	22 Dec 2014

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[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

FLEXTRONICS CONFIDENTIAL

Exhibit 1

Definitions

“Aged Inventory”	shall mean any Inventory and Special Inventory for which there has been zero or insignificant consumption for such Inventory over the past [***], which includes any particular item that Flextronics has had on hand for more than [***].
“Affiliate”	shall mean any entity that, directly or indirectly, through one or more intermediaries, is controlled by, controls, or is under common control with Customer or Flextronics, as the case may be.
“Approved Vendor List” or “AVL”	shall mean the list of suppliers currently approved to provide the Materials specified in the bill of materials for a Product.
“Confidential Information”	shall mean (a) the existence and terms of this Agreement and all information concerning the unit number and fees for Products and Inventory/Special Inventory and (b) any other information that is marked “Confidential” or the like or, if delivered verbally, confirmed in writing to be “Confidential” within 30 days of the initial disclosure or is of such a nature that it should reasonably be considered to be Confidential. Confidential Information does not include information that (i) the receiving party can prove it already knew at the time of receipt from the disclosing party; or (ii) has come into the public domain without breach of confidence by the receiving party; (iii) was received from a third party without restrictions on its use; (iv) the receiving party can prove it independently developed without use of or reference to the disclosing party’s data or information; or (v) the disclosing party agrees in writing is free of such restrictions.
“Cost”	shall mean, as applicable, the cost of Materials represented on the bill of materials or value of any manufacturing services performed on work-in-progress supporting the fees for Products at the time of the forecast or purchase order that supported the acquisition of such Materials.
“Customer Negotiated Materials”	shall mean materials for which the Customer has negotiated or agreed contractual terms with the supplier of such materials related to the Work to be performed under this Agreement.
“Customer Negotiated Materials Terms”	shall mean the terms and conditions that Customer has negotiated with its suppliers for the purchase of Materials.
“Customer Provided Materials”	shall mean those Materials procured and physically provided by Customer to Flextronics
“Customer Indemnitees”	shall have the meaning set forth in Section 10.1.
“Damages”	shall have the meaning set forth in Section 10.1.
“Disputes”	shall have the meaning set forth in Section 11.11(a)
“Economic Order Inventory”	shall mean Materials purchased in quantities, above the required amount for purchase orders or forecasts, in order to achieve price targets for such Materials.
“Effective Date”	shall have the meaning set forth in the preamble

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FLEXTRONICS CONFIDENTIAL

“Environmental Regulations”	shall mean EU Directive 2002/95/EC about the Restriction of Use of Hazardous Substances (RoHS).
“Excess Inventory”	shall mean all Inventory and Special Inventory possessed or owned by Flextronics that is not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast.
“Fee List”	shall have the meaning set forth in Section 4.4.
“Flexibility Table”	shall have the meaning set forth in Section 6.2.
“Flextronics Indemnitee”	shall have the meaning set forth in Section 10.2.
“Force Majeure”	shall have the meaning set forth in Section 11.8.
“Inventory”	shall mean any Materials that are used to manufacture Products that are ordered pursuant to a purchase order or forecast from Customer.
“Lead Time(s)”	shall mean the Materials Procurement Lead Time plus the manufacturing cycle time required from the delivery of the Materials at Flextronics’s facility to the completion of the manufacture, assembly and test processes.
“Material Overhead Costs” or “MOH”	shall mean the reasonable costs to Flextronics of acquiring, managing and storing Materials expressed as the percentage of the Cost of the Materials set forth in the applicable SOW, which percentage shall not exceed [***].
“Materials”	shall mean components, parts and subassemblies that comprise the Product and that appear on the bill of materials for the Product.
“Materials Procurement Lead Time”	shall mean with respect to any particular item of Materials, the longer of (a) lead time to obtain such Materials as recorded on Flextronics’s MRP system or (b) the actual lead time, if a supplier has increased the lead time but Flextronics has not yet updated its MRP system.
“Minimum Order Inventory”	shall mean Materials purchased in excess of requirements for purchase orders and forecast because of minimum lot sizes available from the supplier.
“Monthly Charges”	shall mean a finance carrying charge of [***] of the Cost of the Inventory and/or Special Inventory and/or of the fees for the Product affected by the reschedule or cancellation (as applicable) per month until such Inventory and/or Special Inventory and/or Product is returned to the vendor, used to manufacture Product or is otherwise purchased by Customer.
“NCNR Inventory”	shall mean non-cancelable, non-returnable components.
“Obsolete Inventory”	shall mean Inventory or Special Inventory that is any of the following: (a) removed from the bill of materials for a Product by an engineering change; (b) no longer on an active bill of material for any of Customer’s Products; or (c) on-hand Inventory and Special Inventory that are not required for consumption to satisfy the next [***] of demand for Products under the then-current purchase order(s) and forecast.
“Product”	shall have the meaning set forth in Section 3.1.

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FLEXTRONICS CONFIDENTIAL

“Production Materials”	shall mean Materials that are consumed in the production processes to manufacture Products including without limitation, solder, epoxy, cleaner solvent, labels, flux, and glue. Production Materials do not include any such production materials that have been specified by the Customer or any Customer consigned materials.
“Special Inventory”	shall mean, individually and collectively, Minimum Order Inventory and Economic Order Inventory, safety stock and other mutually agreed Inventory to support flexibility or demand requirements.
“Specifications”	shall have the meaning set forth in Section 3.1.
“Work”	shall have the meaning set forth in Section 3.1.

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[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

EX-10.12

Exhibit 10.12

PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT

This is a PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 6, 2015 by and between TINTRI, INC. a Delaware corporation, as borrower, and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company, as lender.

The words “We”, “Us”, and “Our” refer to TRIPLEPOINT CAPITAL LLC. Unless otherwise specified, the words “You” and “Your” refer to each of and all of TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, and, not to any individual, and TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower under this Agreement, shall be jointly and severally liable for any and all of Your agreements and obligations under this Agreement. The words “the Parties” refers to each of and all of TRIPLEPOINT CAPITAL LLC, TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower under this Agreement. This Plain English Growth Capital Loan and Security Agreement, as amended, restated, modified or otherwise supplemented from time to time, may be referred to as the “Agreement”.

The Parties agree to the following mutual agreements and conditions listed below:

GROWTH CAPITAL LOAN FACILITY INFORMATION
Facility Number	Commitment Amount	Minimum Advance Amount	Security Interest
Part 1: 0878-GC-01 Part 2: 0878-GC-02	Part 1: $35,000,000 Part 2: $15,000,000 Upon Request and Additional Approval and execution of a warrant agreement in substantially the form as the Part 1 Warrant Agreement	None	First priority security interest in all Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)
Availability Period	Loan Term	Interest Rate	End Of Term Payment
Part 1: February 6, 2015 through June 30, 2016 (the “Initial Availability Period”), subject to extension per Section 1 Part 2: Upon availability and for 12 months thereafter	Part 1: See Table of Terms “Advance Options”. Part 2: To be determined.	Part 1: See Table of Terms “Advance Options”. Part 2: To be determined. (Prime Rate as published in the Wall Street Journal the day before any Advance is funded, however, in no event shall the Prime Rate be less than 3.25%)	Part 1: See Table of Terms “Advance Options”. Part 2: To be determined.
Facility Fee	Availability Extension Fee	Administrative Fee	Opportunity To Invest
Part 1: $437,500, which You previously paid to Us Part 2: $187,500 due upon availability	Part 1: On or before the date of the Availability Period Extension, an amount equal to $350,000 Part 2: To be determined	On or prior to the IPO Adjustment, an amount equal to 1% of all outstanding Secured Obligations.	We shall have the opportunity to invest up to $1,000,000 in Your next round of equity financing per Section 19

ADVANCE OPTIONS
Option A	Option B	Option C
Loan Term: 12 Months (Months 1-12 interest only, with remaining principal due at the end of the Loan Term) Interest Rate: Prime Rate plus 3.75%. End of Term Payment: 3.5% of each Advance	Loan Term: 15 Months (Months 1-15 interest only, with remaining principal due at the end of the Loan Term) Interest Rate: Prime Rate plus 4.00%. End of Term Payment: 5.25% of each Advance	Loan Term: 18 Months (Months 1-18 interest only, with remaining principal due at the end of the Loan Term) Interest Rate: Prime Rate plus 4.50%. End of Term Payment: 5.75% of each Advance
Option D	Option E	Option F
Loan Term: 36 Months (monthly repayments of principal and interest) Interest Rate: Prime Rate plus 4.75%. End of Term Payment: 1.0% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 4.0% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 5.25% of each Advance which is prepaid after the 24th month of the Loan Term	Loan Term: 48 Months (monthly repayments of principal and interest) Interest Rate: Prime Rate plus 6.00% End of Term Payment: 1.50% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 3.25% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 4.25% of each Advance which is prepaid between the 25th and 36th months (inclusive) of the Loan Term 5.5% of each Advance which is prepaid after the 36th month of the Loan Term	Loan Term: 36 Months (Months 1-12 interest only with monthly repayments of principal and interest due on the remaining 24 Months) Interest Rate: Prime Rate plus 6.25%. End of Term Payment: 1.0% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 3.5% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 4.5% of each Advance which is prepaid after the 24th month of the Loan Term
Option G	Option H	Option I
Loan Term: 36 Months (Months 1-18 interest only with monthly repayments of principal and interest due on the remaining 18 Months) Interest Rate: Prime Rate plus 6.75%. End of Term Payment: 1.25% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 4.75% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 5.25% of each Advance which is prepaid after the 24th month of the Loan Term	Loan Term: 36 Months (Months 1-24 interest only with monthly repayments of principal and interest due on the remaining 12 Months) Interest Rate: Prime Rate plus 7.00% End of Term Payment: 1.25% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 4.00% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 6.00% of each Advance which is prepaid after the 24th month of the Loan Term	Loan Term: 48 Months (Months 1-12 interest only with monthly repayments of principal and interest due on the remaining 36 Months) Interest Rate: Prime Rate plus 7.50% End of Term Payment: 1.50% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 4.25% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 4.75% of each Advance which is prepaid between the 25th and 36th months (inclusive) of the Loan Term 5.5% of each Advance which is prepaid after the 36th month of the Loan Term

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Option J	Option K	Option L
Loan Term: 48 Months (Months 1-18 interest only with monthly repayments of principal and interest due on the remaining 30 Months) Interest Rate: Prime Rate plus 7.75%. End of Term Payment: 1.75% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 4.25% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 5.00% of each Advance which is prepaid between the 25th and 36th months (inclusive) of the Loan Term 5.75% of each Advance which is prepaid after the 36th month of the Loan Term	Loan Term: 48 Months (Months 1-24 interest only with monthly repayments of principal and interest due on the remaining 24 Months) Interest Rate: Prime Rate plus 8.00% End of Term Payment; 2.00% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 3.50% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 5.25% of each Advance which is prepaid between the 25th and 36th months (inclusive) of the Loan Term 6.00% of each Advance which is prepaid after the 36th month of the Loan Term	Loan Term: 36 Months (Months 1-36 interest only, with remaining principal due at the end of the Loan Term) Interest Rate: Prime Rate plus 8.25% End of Term Payment: 1.25% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 3.50% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 5.50% of each Advance which is prepaid after the 24th month of the Loan Term
Option M	Option N	Option O
Loan Term: 42 Months (Months 1-42 interest only, with remaining principal due at the end of the Loan Term) Interest Rate: Prime Rate plus 8.75%. End of Term Payment: 1.50% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 3.50% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 4.50% of each Advance which is prepaid between the 25th and 36th months (inclusive) of the Loan Term 5.75% of each Advance which is prepaid after the 36th month of the Loan Term	Loan Term: 48 Months (Months 1-48 interest only, with remaining principal due at the end of the Loan Term) Interest Rate: Prime Rate plus 9.25%; End of Term Payment: 1.75% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 4.00% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 5.00% of each Advance which is prepaid between the 25th and 36th months (inclusive) of the Loan Term 6.25% of each Advance which is prepaid after the 36th month of the Loan Term	Loan Term: 60 Months (Months 1-60 interest only, with remaining principal due at the end of the Loan Term) Interest Rate: Prime Rate plus 9.75%; End of Term Payment: 2.00% of each Advance which is prepaid between the 6th and 12th months (inclusive) of the Loan Term 4.00% of each Advance which is prepaid between the 13th and 24th months (inclusive) of the Loan Term 5.50% of each Advance which is prepaid between the 25th and 36th months (inclusive) of the Loan Term 6.75% of each Advance which is prepaid between the 37th and 48th months (inclusive) of the Loan Term 8.00% of each Advance which is prepaid after the 48th month of the Loan Term

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OUR CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: Fax:	Sajal Srivastava, President Tel: Fax: email:
YOUR CONTACT INFORMATION
Customer Name	Address For Notices	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: Fax: email:

Capitalized terms defined in the Table of Terms shall have the meanings given to those terms in such table, and other capitalized terms not otherwise defined in the body of this Agreement are defined in Section 21. Any accounting term not specifically defined herein shall be construed in accordance with GAAP, and all calculations shall be made in accordance with GAAP. The term “financial statements” shall include the accompanying notes and schedules.

1. WHAT THE PARTIES AGREE TO FINANCE; DESIGNATION OF LEAD BORROWER

Provided that the conditions in Sections 4 and 5 and other Sections in this Agreement are met, We will lend to You the Parts of the Commitment Amount as reflected in the Table of Terms and You agree to use such proceeds to finance any of Your general corporate needs. We will lend to You advances (each an “Advance”) in minimum amounts (if any) as set forth in the Table of Terms up to a maximum of the Commitment Amount as provided in the Table of Terms. Our obligation to fund Advances under each Part of the Commitment Amount under this Agreement will end on the last day of the Availability Period noted in the Table of Terms for such Part.

Any Person that executes a Joinder Agreement to become a borrower under this Agreement hereby designates TINTRI, INC. as its representative and agent on its behalf for the purposes of giving and receiving all Advance Requests and all other notices and consents under this Agreement or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Person that executes a Joinder Agreement to become a borrower under this Agreement, under this Agreement and the other Loan Documents. TINTRI, INC. hereby accepts such appointment. We may regard any notice or other communication pursuant to this Agreement or any other Loan Document from TINTRI, INC. as a notice or communication from all of You, and may give any notice or communication required or permitted to be given to any of You hereunder to TINTRI, INC. on behalf of each of You. Each of You agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on Your behalf by TINTRI, INC. shall be deemed for all purposes to have been made by each of You and shall be binding upon and enforceable against each of You to the same extent as if the same had been made directly by each of You.

Availability Period Extension. On or before the expiration of the Initial Availability Period for the Part 1 Commitment Amount, but no earlier than ninety (90) days prior to the expiration of the Initial Availability Period, You may request in writing an extension of the Initial Availability Period for the Part 1 Commitment Amount for a period of up to an additional twelve (12) months (“Availability Period Extension”) conditioned upon: (a) confirmation reasonably satisfactory to Us that You have completed the Availability Period Extension Milestone, (b) no Default or Event of Default has occurred and is continuing and (c) receipt of the Availability Period Extension Fee; provided, that upon Your request, We may approve, in Our sole discretion, such extension in the absence of Your completion of the Availability Period Extension Milestone. In no event shall the aggregate Availability Period exceed thirty (30) months from the Closing Date, unless agreed to in writing by the Parties.

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2. YOU WILL ENTER INTO MULTIPLE PROMISSORY NOTES

The Plain English Promissory Note in the form of Exhibit A (the “Promissory Note”) is the document the Parties will enter into each time an Advance is to be funded. The Promissory Note will contain the specific financial terms of the Advance (e.g. amount funded, interest rate, maturity date, Advance Date, payment due dates etc.) and all of the terms and conditions of this Agreement are incorporated in and made a part of each Promissory Note. There may be multiple Promissory Notes associated with this Agreement.

3. YOUR LOAN FACILITY COMMITMENT AMOUNT MAY BE DIVIDED INTO PARTS

The Commitment Amount and/or its corresponding parts (if any) will be noted in the Table of Terms (“Parts”). For purposes of this Agreement, references to the Commitment Amount shall mean the Part or Parts which are available and in effect. Certain terms or conditions associated with the availability of such Part are listed in the Table of Terms. As to any Part that is available “Upon Request and Additional Approval”, You are required to make a request to utilize that additional Part in writing to Us (the “Commitment Increase Request Notice”), prior to Your submission of a corresponding Advance Request. After Our receipt of the Commitment Increase Request Notice, We will review the information available to Us and conduct any legal and business due diligence deemed necessary by Us in connection with Our attempt to obtain Our requisite credit approvals and such approval shall be in Our sole discretion. Our agreement to consider providing the additional Part is not, and is not to be construed as, a commitment, offer, or agreement to provide such additional Part.

4. HOW WILL YOU REQUEST ADVANCES

In addition to the requirements of Section 5 set forth below, You agree to follow the procedures listed below to have Us extend an Advance to You:

• You will submit to Us (by facsimile, mail or electronic mail) a completed Advance Request in the form attached as Exhibit B, noting Your requested Advance Option, signed by TINTRI, INC’s Chief Executive Officer, President or Chief Financial Officer. The Advance Request shall be irrevocable.

• Such Advance Request must be submitted and received by Us no later than 5:00 p.m. PT five (5) Business Days prior to the last day of the applicable Availability Period. Any Advance Request submitted after 5:00 p.m. PT shall be considered received the following Business Day.

• Each Advance Request will state a requested funding date that is at least five (5) Business Days after the date such Advance Request is submitted to Us.

After We check and approve the information You provide in the Advance Request, We will prepare and provide to You a Promissory Note and an amortization schedule for Your signature. Upon receipt of the Promissory Note signed by Your authorized officer and confirmation by Us that all conditions to funding an Advance have been met, We will then advance the requested funds to You.

All the terms, conditions, and covenants of this Agreement shall apply to all Advances whether or not each Advance is evidenced by a Promissory Note. You agree that We may rely on, and shall be fully protected in relying upon, any notice or Advance Request given by any person We reasonably believe to be Your authorized representative without the necessity of Our conducting an independent investigation, including Your contact person listed in the Table of Terms.

5. CONDITIONS FOR US TO MAKE LOANS TO YOU

Our obligation to fund any Advance that You request under this Agreement is subject to satisfaction of each of the conditions set forth in Sections 4 and 18 and each of the following conditions:

• The representations and warranties in this Agreement and in the Warrant Agreement shall be true and correct in all material respects on and as of the date(s) We fund each Advance with the same effect as though they were made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall remain true and correct in all material respects as of such date; provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof. Each Advance Request will constitute Your representation and warranty on the relevant Advance Date as to the matters provided in Sections 11 and 12 and as to the matters set forth in the Advance Request.

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• You shall be in compliance with all the terms and provisions set forth in this Agreement, each Promissory Note and each other Loan Document, and at the time of and immediately after such Advance no Default or Event of Default shall have occurred and be continuing.

• You shall provide Us with all appropriate assignments, notices and control agreements that are necessary or desirable to perfect or maintain Our first priority Lien in all of the Collateral (subject to Permitted Liens that are specifically designated as being senior in priority).

• You shall have paid to Us the entire amount of the Facility Fee then due and payable as indicated in the Table of Terms relating to the Part under which such Advance is funded.

• You shall have delivered to Us the Warrant Agreement.

• We shall have received all of the agreements, documents, instruments and other items set forth in the Schedule of Documents attached hereto as Schedule 2, each in form and substance reasonably satisfactory to Us.

• With respect to Part 2 Commitment Amount, if made available, You shall have delivered to Us the warrant agreement to be entered into between the Parties after the Closing Date with respect to the Part 2 Commitment Amount, which warrant agreement shall be substantially in the same form as the Warrant Agreement executed on the Closing Date.

• You shall submit to Us any other documents and other information that We may reasonably request.

For any Advance Request submitted after June 9, 2015, You shall satisfy the following additional condition:

• Since the Closing Date, no event or circumstance shall exist or have occurred that has had or could reasonably be expected to have a Material Adverse Effect.

6. YOU MAY PREPAY YOUR PROMISSORY NOTES

You may at any time prepay any Promissory Note in full (but not in part), without premium or penalty, by paying: (a) the remaining outstanding principal amount and all accrued interest calculated as if the date of such prepayment occurred on the next scheduled monthly payment date per the respective Promissory Note, (b) the End of Term Payment, (c) all other Secured Obligations, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts as of the date of prepayment, and (d) the Prepayment Fee.

7. THE MAXIMUM RATE OF INTEREST; DEFAULT RATE

Maximum Rate of Interest. It is not Our intent to receive interest at a rate greater than the maximum rate permissible by law, which We shall call the “maximum rate”. If a court determines You have actually paid Us interest based on a rate that exceeds the maximum rate, then We shall apply the excess as follows: first, to the payment of the outstanding principal amount of the Secured Obligations; second, after all principal is repaid, to the payment of Our accrued interest and any other principal, interest, fees, costs or other amounts owed by You to Us in respect of the Secured Obligations; and third, after all amounts owed by You to Us are repaid, the excess (if any) shall be refunded to You.

Default Interest. In the event that You do not pay any interest when due, delinquent interest shall be added to principal and shall bear interest on interest, compounded at the rate set forth in the Table of Terms. Upon and during an Event of Default, all principal, interest or other amounts owed by You to Us shall bear interest at a rate per annum equal to the rate set forth in the Table of Terms plus five percent (5%) per annum (the “Default Rate”).

8. YOU GRANT US A SECURITY INTEREST

Each of You grants to Us a first priority (subject to Permitted Liens that are specifically designated as being senior in priority), continuing security interest in and Lien upon all of Your right, title and interest in each of the following whether now owned or hereinafter acquired and wherever located:

• All Receivables;

• All Equipment;

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• All Fixtures;

• All General Intangibles;

• All Intellectual Property;

• All Inventory;

• All Investment Property;

• All Deposit Accounts;

• All Cash;

• All commercial tort claims, if any, as listed on the Certificate of Perfection;

• All Goods and personal property, whether tangible or intangible and whether now or hereinafter owned or existing, leased, consigned by or to or acquired and wherever located; and

• To the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, rents, profits, and products of each of the foregoing.

All the above listed items will be collectively called the “Collateral”.

Notwithstanding anything herein to the contrary, (a)(i) “Collateral” shall not include any rights or interest in any lease, license, contract or other agreement to which You are a party if under the terms of such lease, license, contract or other agreement or applicable law with respect thereto, the valid grant of a security interest or lien therein to Us is prohibited as a matter of law or under the terms of such lease, license, contract or other agreement (including where the violation of any such prohibition would result in the termination of the applicable lease, license, contract or other agreement), and such prohibition has not been or is not waived or the consent of the other party to such lease, license, contract or other agreement has not been or is not otherwise obtained and (ii) the exclusions set forth above shall in no way be construed (A) to apply if any described prohibition is unenforceable under applicable laws, including Section 9-406, 9-407 or 9-408 of the UCC, (B) to apply after the cessation of any such prohibition, and upon the cessation of such prohibition, such real and personal property shall automatically become part of the Collateral, (C) so as to limit, impair or otherwise affect Our continuing Lien upon any of Your rights or interests in or to monies due or to become due under any described lease, license, contract or other agreement (including any Accounts), or (D) to limit, impair or otherwise affect Our continuing Lien upon any of Your rights or interest in and to any proceeds from the sale, license, lease or other disposition of any such lease, license, contract or other agreement; and (b) “Collateral” excludes more than 65% of the issued and oustanding voting stock of US Sub; provided that upon the occurence of a Springing Lien Event, without any further action by You or Us, “Collateral” shall automatically be deemed to include a security interest in 100% of the issued and oustanding voting stock of US Sub.

9. HOW AND WHAT WILL YOU PAY US

Payments. The first payment date for each Advance will be the first day of the month following the month in which the Advance was funded, unless that Advance is funded on the first Business Day of that month, in which case the first payment date shall be the Advance Date.

Each Promissory Note shall be due in monthly installments consisting of either (a) that number of months of interest only as indicated in the Table of Terms followed by the remaining payments of monthly installments, as indicated in the Table of Terms, of principal and interest, or (b) if no interest only payments that number of months as indicated in the Table of Terms of monthly installment of principal and interest. All payments are payable on the first day of each month through the last payment date (unless that date falls on a weekend or national or California holiday in which event such payment shall be due on the previous business day). The outstanding balance of each Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date (as defined in the applicable Promissory Note), if not sooner paid in full.

Interest. The principal balance of each Promissory Note shall accrue interest at the percentage per year as indicated in the Table of Terms, and shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable, and interest shall accrue in advance from the Advance Date.

Interim Payment. In the event an Advance is made on any day other than the first Business Day of the month, You shall make payment to Us on the Advance Date in an amount equal to the per diem interest for the time from the Advance Date through and including the last day of the month in which the Advance is funded.

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Fees. You shall pay to Us the following fees and expenses:

• Facility Fees. On or before the Closing Date, or upon availability of additional Commitment Amounts, as the case may be, the respective Facility Fee as indicated in the Table of Terms. You previously paid to Us a $25,000 commitment deposit, of which $15,000 was applied to the Part 1 Facility Fee already paid to Us.

• Availability Extension Fee. On or before the date of the Availability Period Extension, the respective Availability Extension Fee as indicated in the Table of Terms and Section 1.

• Administrative Fee. In connection with and prior to the IPO Adjustment, if any, the Administrative Fee as indicated in the Table of Terms and Section 9.

• End of Term Payment. Upon the earlier of the expiration of the Loan Term or last payment date for any Promissory Note, the End of Term Payments as indicated in the Table of Terms.

• Prepayment Fee. Other than in connection with Options A through C as indicated in the Table of Terms, an additional prepayment premium (“Prepayment Fee”) shall be payable as follows:

(a) If prepaid 1-23 months following the date in which such Promissory Note was given: 1% of the outstanding balance owing under such Promissory Note;

(b) If prepaid after 23 months, no additional prepayment premium shall be due.

Re-Borrowing. Except with respect to Advances made under Option A, Option B and Option C, any amounts that You repay on the Advances may not be re-borrowed. Advances made under Option A, Option B and Option C, may be repaid and re-borrowed, without payment of a Prepayment Fee, during the applicable Availability Period.

Interest Rate Adjustment. The Part 1 Commitment Amount and Part 2 Commitment Amount Interest Rates will be adjusted as follows: (a) if You consummate Your initial public offering (“IPO”) on or before April 30, 2015 in which You obtain net offering proceeds, after deduction of all fees and commissions, of not less than $75,000,000, or (b) consummate a Merger Event, which has been approved by Us in writing, for an aggregate cash purchase price of not less than $500,000,000, then effective the first month following such consummation, for the purpose of Interest accrual from and after such consummation, the Interest Rate on all outstanding Advances shall be reduced by one percent (1%).

IPO Reduced Payment Option. If as of any date during the Loan Term, (i) You are current on all payments that had been due and payable through such date, and (ii) no Default or Event of Default has occurred and is continuing as of such date, then You, at Your sole option and election, may provide Us with the following:

(a) written notice of Your planned IPO (the “IPO Notice”);

(b) evidence in the form of the filing of an S-1 registration statement contemplating an IPO from which You reasonably expect to obtain net offering proceeds, after deduction of all fees and commissions, of not less than $75,000,000, and retention of at least one major underwriter; and

(c) receipt by Us of the Administrative Fee.

As of the first day of the month following the satisfaction of each of the conditions set forth in the preceding sentence, then the following shall occur:

(A) the monthly installments of principal and interest that would otherwise be due and payable under each Promissory Note shall be reduced to an amount that is one-half of the amount of the fixed monthly installment that would otherwise be due and payable under such Promissory Note for a period equal to the lesser of (1) the remaining term of such Promissory Note or (2) six months (the “Reduced Payment Period”);

(B) at Your option, the deferred principal and interest may be paid (1) at the end of the Loan Term or (2) in an amount of interest and equal principal over the remaining Loan Term. In no event shall the Maturity Date of any applicable Promissory Note be extended; and

(C) amended and restated Promissory Notes shall be issued by You in favor of Us to evidence these reduced payment amounts and the repayment of the deferred amounts elected by You.

You may only request the IPO Reduced Payment Option once and in addition upon the effectiveness of clauses (A) – (C) above, You may no longer provide an IPO Notice.

Miscellaneous. Payments are due electronically by automatic debit through Automated Clearing House (ACH) payment on or before the first day of each month. You agree to fill out and execute the electronic funds transfer/automatic debit Authorization form that We provide. If We do not receive any payments from You within

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two (2) Business Days after they are due, You will pay a late charge on the overdue amount. The late charge will be equal to three percent (3%) of the amount due for each month not paid when due and until such time as payment is received. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that We will receive the entire amount of any Secured Obligations payable under this Agreement, regardless of the source of payment. Any interest not paid when due shall be compounded by becoming a part of the Secured Obligations, and such interest shall then accrue interest at the rate then applicable under this Agreement and the applicable Promissory Note.

10. INSURANCE

So long as there are any Secured Obligations outstanding, You shall carry and maintain commercial general liability insurance, against risks customarily insured against in Your line of business. All such insurance shall be in form, with companies, and in amounts reasonably acceptable to Us. Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability. You must maintain a minimum of Two Million Dollars ($2,000,000) of commercial general liability insurance for each occurrence. So long as there are any Secured Obligations outstanding, You shall also carry and maintain insurance upon the Collateral, insuring against all risks of physical loss or damage howsoever caused, including the perils of fire and windstorm, in an amount not less than the full replacement cost of the Collateral.

In accordance with the terms of Section 18 hereof, You shall submit to Us certificates of insurance, which reflect Your compliance with Your insurance obligations in the above paragraph and the obligations contained in this Section. Your insurance certificate shall state that We are an additional insured for commercial general liability and a loss payee for all risk property damage insurance. Attached to the certificates of insurance will be additional insured endorsements for liability and lender’s loss payable endorsements for all risk property damage insurance.

The certificates of insurance will state that the coverage evidenced is primary and non-contributory to any insurance or Our self-insurance, and will further state that a waiver of subrogation in favor of Us has been agreed to. All certificates of insurance will provide for a minimum of thirty (30) days advance written notice to Us of cancellation or any other change adverse to Our interests. Any failure by Us to scrutinize such insurance certificates for compliance is not a waiver of any of Our rights, all of which are reserved.

So long as no Event of Default exists, proceeds payable with respect to Your insurance policies shall be payable to You to repair or replace any property subject to the applicable claim, or used to purchase other property useful in Your business, provided that if such property constituted Collateral, any such replacement property shall be deemed Collateral in which We have been granted a first priority security interest, subject to Permitted Liens that are specifically designated as being senior in priority. If an Event of Default has occurred and is continuing, then, at Our option, such proceeds may be applied by Us to the outstanding Secured Obligations.

11. REPRESENTATIONS AND WARRANTIES FROM YOU

You represent and warrant that:

• Collateral Title. One or both of You own all right, title and interest in and to the Collateral, free of all Liens whatsoever, except for Permitted Liens.

• Granting of Lien. You have the full power and authority to, and do grant and convey to Us, a Lien on the Collateral as security for the Secured Obligations, free of all Liens other than Permitted Liens and shall execute such notices, assignments, and control agreements, in connection herewith as We may reasonably request to perfect and obtain the priority of Our Lien on the Collateral. Except for Permitted Liens, the Collateral is not subject to any Liens. You are not presently a party to, nor bound by, any material lease, license, contract or agreement which prohibits You or any of Your Subsidiaries from granting a Lien on such lease, license, contract or other agreement (to the extent such prohibition is enforceable under applicable law).

• Due Organization. You are a corporation duly organized, legally existing and in good standing under the laws of the State of Delaware, with corporate organization number 4565361 for TINTRI, INC. and State of Delaware, and are duly qualified as a foreign corporation in all jurisdictions in which the nature of Your business or location of Your properties require such qualifications and where the failure to be qualified could reasonably be expected to result in an event which, individually or together with any other event, would have a Material Adverse Effect.

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• Authorization, Validity and Enforceability. Your execution, delivery and performance of the Promissory Notes, this Agreement, all financing statements and all other Loan Documents (i) have been duly authorized by all necessary corporate action, and (ii) will not result in the creation or imposition of any Lien upon the Collateral, other than the Liens created by this Agreement and the other related Loan Documents. The person or people executing this Agreement and other Loan Documents are duly authorized to do so, and the Loan Documents executed by or on behalf of either of You and each term and provision thereof are Your legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the enforcement of the rights of creditors and equitable principles (regardless of whether enforcement is sought in equity or at law).

• Litigation. There are no actions, suits or proceedings at law or in equity or by or before any governmental authority now pending or, to the knowledge of any of You, threatened in writing against any of You or any of the business, property or rights of any of You (i) which involve any Loan Document or Excluded Agreement or (ii) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate result in an event which individually or together with any other event, reasonably be expected to result in a Material Adverse Effect.

• Compliance with Applicable Laws. None of You are in violation of any law, rule or regulation or in default with respect to any judgment, writ, injunction or decree of any governmental authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

• Conflict. Neither this Agreement nor any other Loan Document (a) violates any provisions of the articles or certificate of incorporation, as applicable, or bylaws of any of You, or any material law, regulation, order, injunction, judgment, decree or writ to which any of You are subject or (b) conflicts with or results in the material breach or termination of, constitutes a default under or accelerates or permits the acceleration of any performance required by, any material lease, agreement or other contract to which any of You are a party or by which any of You or any of Your property is bound.

• Further Consent. The execution, delivery and performance of this Agreement and the other Loan Documents do not require the consent or approval of any other Person, including any regulatory authority, or governmental body of the United States or any State or any political subdivision of the United States or any state.

• Material Adverse Effect. As of the Closing Date, no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

• Other Defaults. None of You is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument to which any of You are a party or by which any of You or any of the properties or assets of any of You are or may be bound, in each case where such default could result in an event which, individually or together with any other event, could reasonably be expected to have a Material Adverse Effect.

• Information Correct. No information, report, Advance Request, financial statement, exhibit or schedule furnished by or on behalf of any of You to Us in connection with the negotiation of any Loan Document contains, when furnished, any material misstatement of fact or omitted or omits, when furnished, to state any material fact necessary to make the statements, in the light of circumstances under which they were, are or will be made, not misleading (it being recognized by Us that projections and estimates as to future events are not to be viewed as facts and that the actual results during the period or periods covered by any such projections and estimates may differ materially from projected or estimated results).

• Filing of Taxes. You have filed all required federal, state and material local tax returns (or filed appropriate extensions for the filing of such returns), except to the extent such failure to file has not resulted in the creation of a Lien. Subject to Section 12, Paragraph “Taxes” and except as disclosed in Schedule 1, You have fully paid or You have reserved for and are contesting in good faith all taxes or installments (including any interest or penalties). You have fully paid or reserved for and are contesting in good faith all tax assessments that any of You have received for the 3 years preceding the Closing Date.

• ERISA Compliance. You have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA, to which such requirements apply. No event has occurred resulting from the failure by any of You to comply with ERISA that is reasonably likely to result in any of You incurring any liability that could reasonably be expected to have a Material Adverse Effect.

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• Hazardous Waste. None of the properties or assets of any of You has ever been used by any of You or, to the knowledge of any of You, by previous owners or operators, in the disposal of, or to produce, store, handle, treat, release, or transport, any hazardous waste or hazardous substance other than in accordance in all material respects with applicable law; to the knowledge of any of You, none of the properties or assets of any of You has ever been designated or identified in any manner pursuant to any environmental protection statute as a hazardous waste or hazardous substance disposal site, or a candidate for closure pursuant to any environmental protection statute; no Lien arising under any environmental protection statute has attached to any revenues or to any real or personal property owned by any of You; and none of You have received a material summons, citation, notice, or directive from the Environmental Protection Agency or any other federal, state or other governmental agency concerning any action or omission by any of You resulting in the releasing, or otherwise disposing of hazardous waste or hazardous substances into the environment. You have at all times operated Your business in compliance in all material respects with all applicable provisions of federal, state and local statutes and ordinances dealing with the control, shipment, storage or disposal of hazardous materials or substances.

• Operation of Business. You own, possess, have access to, or can become licensed on reasonable terms to use, all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operation of Your business as now conducted, with no known material infringement of, or conflict with, the rights of others. You have taken reasonable measures to avoid liability from infringement by third parties using Your facilities, in particular that You have complied with the requirements of the Digital Millennium Copyright Act for notice and takedown, if applicable. You have at all times operated Your business in compliance in all material respects with all applicable provisions of the Federal Fair Labor Standards Act, as amended.

• Trading with the Enemy Act; OFAC; Patriot Act. Neither You nor any of Your Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act or any enabling legislation or executive order relating thereto. Neither You nor any of Your Subsidiaries is in violation of (a) the Trading with the Enemy Act, (b) any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, or (c) the Patriot Act.

• Investment Company Act. Neither You nor any of Your Subsidiaries are (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from, or registration or filing with, any governmental authority in connection with Your or its incurrence of debt, (c) and is not a “person” related to Us as described in Sections 57(b) or 57(e) of the Investment Company Act of 1940.

• Your Information. Your present name, former names (if any) used in the past 5 years, locations, and other information are correctly and completely stated on the Certificate of Perfection.

• Intellectual Property. The Certificate of Perfection contains a true, correct and complete list of each of Your Patents, Trademarks, Copyrights and material in-bound Licenses (other than Licenses entered into in the ordinary course of business or Licenses that are commercially generally available), together with application or registration numbers, as applicable.

• Accounts. The Certificate of Perfection contains a true, correct and complete list of (a) all banks and other financial institutions at which You maintain Deposit Accounts and (b) institutions at which You maintain accounts holding Investment Property owned by You, and such Certificate of Perfection correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefore. None of the account debtors or other Persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute, rule, or law in respect of such Collateral. The Excluded Accounts (as defined below) have an aggregate balance of less than Five Hundred Thousand Dollars ($500,000).

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12. YOUR COVENANTS TO US

So long as the Secured Obligations (other than inchoate indemnity obligations) have not been fully and indefeasibly paid in cash in full or We have any obligation to make Advances, Each of You covenants to the following:

• Legal Existence and Qualification. Each of You will maintain Your, and each of Your Subsidiaries’, legal existence and good standing in Your and their respective jurisdictions of formation or organization, except with respect to Subsidiaries that are dissolved or merged in accordance with this Section 12, “Mergers and Acquisitions”, and maintain qualifications to do business in all jurisdictions in which the nature of Your business or location of Your properties require such qualifications and where the failure to be qualified could reasonably be expected to result in an event which, individually or together with any other event, would have a Material Adverse Effect.

• Compliance with Laws. Each of You will, and will cause each of Your Subsidiaries to, comply with all laws (including, without limitation, environmental laws) rules and regulations applicable to, and all orders and directives of any governmental or regulatory authority having jurisdiction over, You, Your Subsidiaries or Your business, and with all material agreements to which You or any of Your Subsidiaries are a party, in each case, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect. None of You nor any of Your Subsidiaries shall become an “investment company” or controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of Your important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any loan for such purpose. None of You, nor any Your Subsidiaries shall fail to meet the minimum funding requirements of ERISA in respect of any of Your plans subject to ERISA, permit a reportable event or prohibited transaction, as defined in ERISA, to occur, or fail to comply in all material respects with the Federal Fair Labor Standards Act.

• Management Rights. Each of You may permit any of Our authorized representatives and Our attorneys and accountants on reasonable notice to inspect, examine and make copies and abstracts of Your books of account and records at reasonable times and during normal business hours. In addition, We and Our agents, attorneys and accountants may have the right to meet with the management and officers of any of You to discuss such books of account and records. In addition, We may be entitled at reasonable times and intervals to consult with and advise the management and officers of any of You concerning significant business issues. Such consultations shall not unreasonably interfere with Your business operations. The Parties intend that the rights granted here shall constitute “management rights” within the meaning of 29 C.F.R Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation with respect to any business issues will not be deemed to give Us, nor be deemed an exercise by Us or control over the management or policies of any of You. Further, each Party represents and warrants that We have offered to make available to each of You “significant managerial assistances” (as defined in Section 2(a)(47) of the Investment Company Act of 1940) and, to the extent You accept such offer from Us, the scope, terms and conditions of such significant managerial assistance shall be set forth in a separate agreement between You, Us and Our administrator. Notwithstanding the foregoing, third parties shall not be permitted to access books and records or obtain any other information unless such third parties are subject to confidentiality provisions substantially similar to those contained in this Agreement.

• Additional Documents and Assurances. Each of You will from time to time execute, deliver and file, alone or with Us, any security agreements, or other documents to perfect or give first priority to Our Lien on the Collateral (subject to Permitted Liens that are specifically designated as senior in priority). Each of You will from time to time obtain any instruments or documents as We may request, and take all further action that may be reasonably necessary or desirable, or that We may reasonably request, to carry out the provisions and purposes of this Agreement or any other Loan Document or to confirm, perfect, preserve and protect the Liens granted to Us. In addition, each of You authorize Us to file at any time financing statements, continuation statements, and amendments thereto that (i) either specifically describe the Collateral or describe the Collateral as all of Your assets or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, and (ii) contain any other information required by the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether You are an organization, the type of organization and any organizational identification number issued to You, if applicable. Each of You hereby appoint Us as its lawful attorney-in-fact to sign Your name on any documents necessary to perfect or continue the perfection of any Lien regardless of whether an Event of Default has occurred until all Secured Obligations (other than inchoate indemnity obligations) have been satisfied in full and We are under no further obligation to make Advances. Our foregoing appointment as the attorney in fact for each of You, and all of Our rights and powers, coupled with an interest, are irrevocable until all Secured Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Our obligation to provide Advances terminates.

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• Protection of Our Lien. Each of You will take or cause to be taken all actions necessary to protect and defend Your title to the Collateral and Our Lien on the Collateral. Each of You shall at all times keep the Collateral, and the assets and properties of each of Your Subsidiaries, free and clear from any legal process or Liens whatsoever (except for Permitted Liens) and shall give Us immediate written notice of any legal process affecting the Collateral or the assets and properties of Your Subsidiaries, or any Liens on the Collateral or the assets and properties of Your Subsidiaries.

• Maintenance of Properties. Each of You will maintain and protect Your material properties, assets and facilities (and those of Your Subsidiaries), including Your equipment and fixtures, in good working order, repair and condition (taking into consideration ordinary wear and tear) and from time to time make or cause to be made all necessary and proper repairs, renewals and replacements thereto and shall manage and care for Your property in accordance with prudent industry practices.

• Financial Statements. Each of You will provide monthly and yearly financial statements in accordance with Section 18 of this Agreement.

• Audits and Inspections. When an Event of Default has occurred and is continuing, each of You will, during normal business hours, make the Inventory, Equipment, other Collateral, and books and records concerning the Collateral (including software used in Your business) available to Us for inspection at the place where it is located and shall make Your log and maintenance records pertaining to the Inventory and Equipment available to Us for inspection. You will take all action reasonably necessary to correctly maintain such books, records, logs, and maintenance records.

• Taxes. Each of You will pay when due all federal income taxes, all state taxes imposed by each of Your states of organization and the state of Your principal place of business and all material taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) imposed or assessed against any of You, Us or the Collateral in connection with Your ownership, possession, use, operation or disposition thereof or upon Your rents, receipts or earnings arising therefrom (excluding taxes imposed on Us based on Our net income or franchise taxes). Each of You shall file on or before the due date all federal, state and material local tax returns including personal property tax returns in respect to the Collateral on or before the due date thereof. Notwithstanding the foregoing, each of You may contest, in good faith and by appropriate proceedings, taxes, fees and other charges for which You maintain adequate reserves in accordance with GAAP.

• Intellectual Property. Each of You will: (a) protect, defend and maintain the validity and enforceability of Your Intellectual Property material to Your business; (b) promptly advise Us in writing of material infringements of Your Intellectual Property known to You; (c) not allow any Intellectual Property material to Your business to be abandoned, forfeited or dedicated to the public without Our written consent; and (d) give Us written notice of any applications or registrations of Your Intellectual Property, including the date of such filings and the applicable application or registration numbers within thirty (30) days after the end of each calendar quarter. You acknowledge that You may not (i) transfer Your Intellectual Property to any of Your Subsidiaries nor (ii) permit any of Your Subsidiaries to file registrations for Intellectual Property in any domestic or foreign jurisdiction, without Our prior written consent (“IP Restriction”).

• Subsidiaries. If at any time, any of You create or acquire any Subsidiary, You and such Subsidiary will promptly notify Us and take all such action as We may reasonably require to cause such Subsidiary to guaranty the Secured Obligations and grant a continuing pledge and security interest in and to the assets of such Subsidiary, and You shall grant and pledge to Us a first priority, perfected security interest (subject to Permitted Liens that are specifically designated as being senior in priority) in the stock, units or other evidence of ownership of such Subsidiary. We acknowledge that You will be consummating the Subsidiary Reorganization following the Closing Date, and such Subsidiary Reorganization shall be permitted hereunder. Notwithstanding the foregoing, so long as You have complied with the the IP Restriction, the Subsidiary Cash Cap and the Receivables Restriction, and provided that the US Sub’s only assets are the equity interest of a direct Foreign Subsidiary and de minimus assets incidental thereto, You shall only be required to provide a pledge for sixty-five percent (65%) of the voting equity interest in the US Sub.

• Dispositions, Liens and Encumbrances. None of You will nor will You permit any of Your Subsidiaries to, transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien on any Collateral, or otherwise transfer any interest in or encumber any portion of Your properties or assets (or those of any Subsidiary), including the Intellectual Property, either voluntarily or involuntarily, without Our prior written

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consent, other than: (a) Permitted Liens and Permitted Investments, (b) sales of Inventory in the ordinary course of business, (c) non-exclusive licenses of Intellectual Property in the ordinary course of business, (d) sales of worn-out or obsolete Equipment not financed by Us provided that the fair market value of such Equipment does not exceed $150,000 in any fiscal year, (e) transfers, sales and assignments from a Subsidiary to You, (f) other transfers of property in an aggregate amount not to exceed $150,000 in any fiscal year, and (g) transfers of equity interests contemplated by the Subsidiary Reorganization. In addition, none of You will, nor will You permit any of Your Subsidiaries to, enter into any agreement with any Person (other than Us) that restricts Your ability, or the ability of any of Your Subsidiaries, to transfer, sell, assign, grant a security interest in, hypothecate, permit or suffer to exist any Lien or otherwise transfer any interest in or encumber any portion of Your properties or assets or those of any of Your Subsidiaries, including Your Intellectual Property, except for customary restrictions in leases, licenses, contracts or other agreements, including the Working Capital Loan Facility (subject to limitations set forth in Section 8). Without limiting the generality of the foregoing and subject to Section 12, “Mergers and Acquisitions”, none of You will sell, transfer, encumber or otherwise dispose of any ownership interest that You may have in any subsidiary.

• Mergers or Acquisitions. None of You will, nor will You permit any of Your Subsidiaries to, liquidate, dissolve or consummate any Merger Event or acquire all or substantially all of the capital stock or property of another Person, except that a Subsidiary (i) may merge into any of You or another Subsidiary of You, or (ii) liquidate or dissolve, provided that its assets are transferred to You.

• Compromise of Accounts. Without Our prior written consent, none of You will (a) grant any material extension of the time for payment of any of the Receivables, or General Intangibles, except in the ordinary course of business and consistent with customary industry practice, (b) to any material extent, compromise, compound or settle the same for less than the full amount, except in the ordinary course of business and consistent with customary industry practice, (c) release, wholly or partly, any Person liable for the payment of Receivables, except for releases that are in the ordinary course of business and consistent with customary industry practice, or (d) allow any credit or discount whatsoever other than trade discounts granted to You in the ordinary course of Your business and consistent with customary industry practice. You acknowledge that You may not (i) transfer Your Receivables to any of Your Subsidiaries nor (ii) permit any of the Subsidiaries to enter into contractual relationships for the sale of Your products, without Our prior written consent (“Receivables Restriction”).

• Other Indebtedness. None of You will, nor will You permit any of Your Subsidiaries to, incur any Indebtedness without the prior written consent of Us other than Indebtedness evidenced by this Agreement and the Permitted Indebtedness.

• Investments. None of You will, nor will You permit any of Your Subsidiaries to, directly or indirectly make any Investment other than Permitted Investments.

• Dividends and Distributions. None of You will, without Our prior written consent, declare or pay any cash dividend or make a distribution on, or repurchase or redeem, any class of stock, other than (a) pursuant to repurchase plans upon an employee’s, consultant’s or director’s death or termination of employment, (b) dividends payable solely in shares of Your common stock and (c) conversion of any of Your convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof and the purchase of fractional shares in connection therewith.

• Collateral Locations; Name Changes. None of You will relocate, nor will You permit any Domestic Subsidiary to relocate, Your (or such Domestic Subsidiary’s) chief executive office or principal place of business or any item of the Collateral (or assets of any such Subsidiary) other than movable items of personal property, inventory in transit, demonstration products in use by customers or potential customers in the ordinary course of business and spare parts, unless: (i) You have given Us no less than ten (10) days prior written notice, (ii) You have obtained Our prior written consent, which consent shall not be unreasonably withheld; (iii) such relocation shall be within the continental United States if such Collateral was originally located within the continental United States, and (iv) such relocation does not adversely affect the perfection or priority of Our security interest in any of the Collateral. In addition, except for demonstration products in use by customers or potential customers in the ordinary course of business and for spare parts locations, each of You will obtain and maintain such acknowledgments, consents, waivers and agreements from: (i) the owner, Lien holder, mortgagee and landlord with respect to any real property on which Collateral is located and (ii) from any Person in possession of Collateral, as We may require, all in form and substance reasonably satisfactory to Us. Notwithstanding the foregoing, You shall only be required to use commercially reasonable efforts to provide a landlord waiver for Your location at 201 Ravendale Drive, Mountain View, CA 94043. Without limiting the foregoing, where the Collateral is covered by a negotiable Document (such as a warehouse receipt), You shall deliver to Us

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possession of such Document, unless otherwise delivered to the Working Capital Lender. None of You will change Your name without providing Us at least 10 days’ advance written notice. Other than the Subsidiary Reorganization, none of You will change Your type of organization or legal structure without Our prior written consent. Upon Our request, You will provide Us with a list of the contact information for each potential customer and the number of demonstration units they currently hold.

• Line of Business. None of You will engage in, nor will You permit any of Your Subsidiaries to engage in, any business other than the businesses currently engaged in by You and Your Subsidiaries or reasonably related thereto.

• Change of Jurisdiction. None of You will change Your state of organization unless You have obtained Our prior written consent, which consent shall not be unreasonably withheld. You must give Us no less than thirty (30) days prior written notice.

• Deposit and Investment Accounts. None of You will maintain, nor permit any of Your Subsidiaries to maintain, any Deposit Accounts or accounts holding Investment Property owned by any of You (or such Subsidiaries) except (i) accounts identified in the Certificate of Perfection with respect to which We have a perfected security interest, and (ii) other accounts with respect to which We have a perfected security interest. You will give Us prior written notice of the creation of any Deposit Accounts or accounts holding Investment Property in the United States. Notwithstanding the foregoing, Foreign Subsidiaries may maintain Deposit Accounts or accounts holding Investment Property (collectively “Excluded Accounts”) in which We do not have a perfected security interest, provided the balances in all Excluded Accounts shall not in the aggregate exceed Five hundred Thousand Dollars ($500,000) at any time (the “Subsidiary Cash Cap”). Notwithstanding the foregoing, with respect to Your account ending in [                    ] at Bank of America (“BOA Account”), You shall have until June 9, 2015 (“BOA Date”) to either (i) close such BOA Account and transfer the balances to Deposit Accounts or accounts holding Investment Property in which We have a perfected security interest or (ii) provide Us with an account control agreement for such BOA Account, provided that if the balance in the BOA Account at any time exceeds $75,000 prior to the BOA Date, You shall transfer within five (5) Business Days such amount exceeding $75,000 to Deposit Accounts or accounts holding Investment Property in which We have a perfected security interest.

• Transactions with Affiliates. None of You will directly or indirectly enter into or permit to exist any material transaction with any of Your Affiliates except for (i) transactions that are in the ordinary course of Your business, upon fair and reasonable terms that are no less favorable to You than would be obtained in an arm’s length transaction with a non-affiliated Person, (ii) equity financings with Your existing investors that are otherwise permitted under this Agreement, (iii) unsecured bridge financings with Your existing investors that constitute Subordinated Indebtedness and are evidenced by a subordination agreement on terms acceptable to Us in Our sole discretion, (iv) transactions that are otherwise Permitted Investments (of the type in clauses (i) and (m) of Permitted Investments) or Permitted Indebtedness (of the type in clauses (h) and (j) of the definition of Permitted Indebtedness), and (vi) employment or compensation arrangements and employee benefit plans approved by Your Board of Directors and entered into in the ordinary course of business.

• Subordinated Indebtedness. You will not prepay, redeem or otherwise satisfy in any manner prior to the scheduled repayment thereof any Indebtedness (other than the Advances, advances under the Working Capital Loan Facility and except for conversion of any Subordinated Indebtedness into equity securities and the payment of cash in lieu of the issuance for fractional shares upon any such conversion), and You shall not make or permit any payment on any Subordinated Indebtedness, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Indebtedness is subject, or amend any provision in any document relating to the Subordinated Indebtedness which would increase the amount thereof or adversely affect the subordination thereof to Secured Obligations owed to Us.

• OFAC and Patriot Act. None of You will, directly or indirectly, use the proceeds of the Advances, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in the Advances. You will not, and will not permit any of Your Subsidiaries to, (a) be or become subject at any time to any law, regulation or list of any governmental authority of the United States (including the OFAC list) that prohibits or limits Us from making any Advance or extension of credit to You or from otherwise conducting business with You, or (b) fail to provide certificates or documentary or other evidence of Your identity as may be requested by Us at any time to enable Us to verify Your identity or to comply with any applicable law or regulation, including Section 326 of the Patriot Act at 31 U.S.C. Section 5318.

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13. YOU AGREE TO INDEMNIFY AND PROTECT US

You agree to indemnify and hold Us, Our officers, directors, employees, agents, attorneys, representatives and shareholders (each, an “Indemnitee”) harmless from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other costs of investigation or defense (including those incurred upon any appeal), that may be instituted or asserted against or incurred by Us or any such Indemnitee as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated or any actions or failures to act in connection with, or arising out of the disposition or utilization of the Collateral, excluding in all cases, claims, costs, expenses, damages and liabilities resulting solely from Our gross negligence or willful misconduct.

14. WHAT IS AN EVENT OF DEFAULT

The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Agreement:

• Payment. You do not pay (i) any principal or interest under this Agreement on the date due or (ii) any other fees, costs or other Secured Obligations under this Agreement, the Promissory Notes or any of the other related Loan Documents within five (5) days of the due date; or

• Covenant. Any of You fail to perform any covenant or Secured Obligations under this Agreement, the Promissory Notes or any of the other related Loan Documents, and You fail to cure such breach (to the extent that such breach is capable of being cured) within twenty (20) days after the earlier of (i) We give You written notice or (ii) Your actual knowledge of such default provided, that if, in Our sole determination, We determine that the default cannot by its nature be cured within the twenty (20) day period or cannot after diligent attempts by You be cured within the twenty (20) day period, and such default is likely to be cured within a reasonable time, then You shall have an additional reasonable period beyond the twenty (20) day cure period (such additional period shall not exceed twenty five (25) days) to attempt to cure such default; or

• Misrepresentations. Any of You or any Person acting for any of You makes any representation, warranty, or other statement now or later in this Agreement, any other Loan Document, or any Warrant Agreement or in any writing delivered to Us or to induce Us to enter this Agreement, any other Loan Document, or any Warrant Agreement, and such representation, warranty, or other statement is incorrect in any material respect when made, provided, however, that such materiality qualifier shall not be applicable to any representation, warranty or statement that already is qualified or modified by materiality in the text thereof; or

• Bankruptcy; Attachment; Other.

• Any of You (i) assigns Your assets for the benefit of Your creditors, (ii) becomes unable to pay Your debts as they become due, or becomes unable to pay or perform Your obligations under the Loan Documents or Excluded Agreements, (iii) files a voluntary petition in bankruptcy, (iv) files any petition, answer, or document seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation pertinent to such circumstances, (v) seeks or consents to or acquiesces in the appointment of any trustee, receiver, or liquidator of itself or of all or any substantial part of its assets or property, (vi) ceases operation of Your business as Your business has normally been conducted, or terminates substantially all of Your employees, or (vii) have Your directors or majority shareholders take any action initiating any of the foregoing actions described in this paragraph; or

• Either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against any of You seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, without such action being dismissed or all orders or proceedings thereunder affecting Your operations or the business being stayed; or (ii) a stay of any such order or proceeding shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) any of You shall file any answer admitting or not contesting the material allegations of a petition filed against You in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order granting the relief sought in any such proceedings; or

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• Forty-five (45) days shall have expired after the appointment, without Your consent or acquiescence, of any trustee, receiver or liquidator of any of You or of all or any substantial part of the properties of any of You without such appointment being vacated; or

• Agreements with Us. The occurrence of any default under any other Loan Document, any Excluded Agreement, or any other agreement between any of You and/or any of Your Subsidiaries and Us (other than any default embodied in or covered by any clause of this Section 14) and such default continues for more than twenty (20) days after the earlier of (i) We have given notice of such default to You, or (ii) You have actual knowledge of such default; or

• Other Agreements. The occurrence of any default (other than any default embodied in or covered by any other clause of this Section 14) that has not been cured or waived within any applicable grace period under any lease, loan, or other agreement or obligation of any of You involving any Indebtedness which aggregates more than $750,000 and which gives the holder of such Indebtedness the right to accelerate such Indebtedness after any applicable grace period; or

• Judgments. The entry of (a) any judgment or arbitration award against any of You involving an award in excess of $750,000 that is not covered by insurance by a solvent insurance carrier that has confirmed coverage in writing, has not been, discharged, bonded or stayed on appeal within twenty (20) days; or (b) any judgment or arbitration award against You in which You are enjoined, restrained or in any way prevented from conducting all or any material part of Your business or affairs; or

• Change of Control. Except as otherwise permitted under this Agreement, the occurrence of any event or transaction, including the sale or exchange of outstanding shares of Your capital stock or the capital stock of any of Your Subsidiaries, or series of related events or transactions, resulting in (a) the holders of such outstanding capital stock immediately before consummation of such event or transaction, or series of related events or transactions, do not, immediately after consummation of such event or transaction or series of related events or transactions, retain, directly or indirectly, capital stock representing at least 50% of the voting power of the surviving Person of such event or transaction or series of related events or transactions, in each case without regard to whether You or any of Your Subsidiaries are the surviving Person, (b) any Person or “group” (other than a Person that is a stockholder on the Closing Date) shall obtain “beneficial ownership” (as such terms are defined under Section 13d-3 of and Regulation 13D under the Securities Exchange Act of 1934), either directly or indirectly, of more than 35% of Your outstanding capital stock having the right to vote for the election of directors under ordinary circumstances, or (c) You cease to own and control all of the economic and voting rights associated with all of the outstanding capital stock of Your Subsidiaries (other than (i) director’s qualifying shares or other shares that are required to be owned by third parties under applicable law or (ii) in connection with a dissolution or merger in accordance with Section 12 Paragraph “Mergers and Acquisitions”). Notwithstanding anything to the contrary in clause (a) and (b) of this paragraph, the issuance of capital stock to venture capital or private equity firms in connection with a bona fide round of equity financing (including conversion of Indebtedness in connection with such equity financing) for capital raising purposes shall not be an Event of Default under clauses (a) and (b) of this paragraph; or

• Investor Support. Prior to an IPO, if representatives of both of Lightspeed Venture Partners and New Enterprise Associates are no longer members of Your board of directors; or

• Officers. The individuals holding the offices of Your Chief Executive Officer, President, or Chief Financial Officer as of the Closing Date shall for any reason cease to hold such offices or be actively engaged in Your day-to-day management, unless a successor appointed by Your board of directors is appointed within ninety (90) days of such cessation; or

• Guaranty Documents. (a) Any guaranty of any Secured Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor, if any, does not perform any obligation or covenant under any guaranty of the Secured Obligations or any Event of Default occurs under any security agreement or other agreement between Us and any Guarantor; (c) any event or circumstance described in paragraphs 3 through 8 of this Section 14 occurs with respect to any Guarantor, or (d) the death, liquidation, administration, winding up, or termination of existence of any Guarantor (as applicable).

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15. WHAT HAPPENS UPON AN EVENT OF DEFAULT

If an Event of Default has occurred and is continuing, We can at Our option, and without notice to any of You:

• Terminate our commitment to make any future Advances under this Agreement;

• Terminate Our obligation to permit the principal, interest, fees, costs or other amounts owed by You to Us to remain outstanding;

• Recover all sums due and accelerate and demand payment of all or any part of the principal, interest, fees, costs or other amounts owed by any of You to Us under the Loan Documents and declare them to be immediately due and payable (provided, that upon the occurrence of a default of the type described in the fourth paragraph of Section 14 (i.e. “Bankruptcy; Attachment; Other”), the Promissory Notes and all of the principal, interest, fees, costs or other amounts owed by any of You to Us shall automatically be accelerated and made immediately due and payable, in each case without any further notice or act). Upon and during the occurrence of an Event of Default, the unpaid principal and accrued interest on the Promissory Notes and advances and all outstanding principal, interest, fees, costs or other amounts owed by any of You to Us, including all professional fees and expenses, shall thereafter bear interest at the Default Rate;

• Settle or adjust disputes and claims directly with the account debtors of any of You for amounts, upon terms and in whatever order that We reasonably consider to be advisable;

• Enter the premises of any of You, without notice and process of law and in compliance with Your security requirements, to remove and repossess the Collateral without being liable to any of You for damages due to the repossession, except those resulting from Our or Our assignees’ negligence and charge You for the cost of repossession, storing and shipping the Collateral. With respect to any premises that any of You own, You hereby grant to Us a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Our rights or remedies provided herein, at law, in equity, or otherwise; and

• Pursue any other remedy permitted by law, equity or otherwise.

We may exercise all rights and remedies with respect to the Collateral under this Agreement or the other Loan Documents or otherwise available to Us under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral. Each of You hereby grants to Us a license and right, to use, without charge, the labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature of any of You, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral. In connection with Our exercise of Our rights under this Agreement and the other Loan Documents, each of the rights of any of You under all licenses and all franchise agreements shall inure to Our benefit to the extent permitted by law. All Our rights and remedies shall be cumulative and not exclusive.

In addition to the power of attorney granted by each of You to Us in Section 12, effective only upon the occurrence and during the continuance of an Event of Default, each of You hereby irrevocably appoints Us (and any of Our designated officers, agents, attorneys or employees) as Your true and lawful attorney to: (a) send requests for verification of Receivables or notify account debtors of Our security interest in the Receivables; (b) endorse Your name on any checks or other forms of payment or security that may come into Our possession; (c) sign Your name on any invoice or bill of lading relating to any Receivable, drafts against account debtors, schedules and assignments of Receivables, verifications of Receivables, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Your policies of insurance; (f) settle and adjust disputes and claims respecting the Accounts directly with account debtors, for amounts and upon terms which We determine to be reasonable. Our appointment as the attorney in fact for each of You, and each and every one of Our rights and powers, being coupled with an interest, is irrevocable until all of the Secured Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Our obligation to provide Advances hereunder is terminated.

16. WHAT HAPPENS IF YOU ARE IN DEFAULT AND WE EXERCISE OUR REMEDIES

If an Event of Default has occurred and is continuing, We may, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as We may elect. Any such sale may be made either at public or private sale at the place of business of any of You or elsewhere. Each of You agrees that

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any such public or private sale may occur upon Our ten (10) calendar days’ prior written notice to You. We may require any of You to assemble the Collateral and make it available to Us at a place We designate that is reasonably convenient to Us. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied in the following order of priorities:

First, to Us in an amount sufficient to pay in full Our costs and professionals’ and advisors’ fees and expenses;

Second, to Us in an amount equal to the then unpaid amount of all the principal, interest, fees, costs or other amounts owed by any of You to Us, in such order and priority as We may choose in Our sole discretion; and

Finally, after the full, final, and indefeasible payment in Cash of all of the principal, interest, fees, costs or other amounts owed by any of You to Us, to any creditor holding a junior Lien on the Collateral, or to any of You or Your representatives or as a court of competent jurisdiction may direct.

17. CROSS-GUARANTY

Cross-Guaranty. Each of You hereby agrees that You are jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Us and Our respective successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of all Secured Obligations owed or hereafter owing to Us by the other of You. Each of You agrees that Your guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that Your obligations under this Section shall not be discharged until payment and performance, in full, of the Secured Obligations, other than inchoate indemnity obligations, has occurred, and that Your obligations under this Section shall be absolute and unconditional, irrespective of, and unaffected by:

• the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any of You are or may become a party;

• the absence of any action to enforce this Agreement (including this Section) or any other Loan Document or the waiver or consent by Us with respect to any of the provisions thereof;

• the existence, value or condition of, or failure to perfect Our Lien against, any security for the Secured Obligations or any action, or the absence of any action, by Us in respect thereof (including the release of any such security);

• the insolvency of any of You; or

• any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor.

Each of You shall be regarded, and shall be in the same position, as principal debtor with respect to the Secured Obligations guaranteed hereunder.

Waivers. Each of You expressly waives all rights any of You may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Us to marshal assets or to proceed in respect of the Secured Obligations guaranteed hereunder against the other of You, any other party or against any security for the payment and performance of the Secured Obligations before proceeding against, or as a condition to proceeding against, You. It is agreed among each of You and Us that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section and such waivers, We would decline to enter into this Agreement.

Benefit of Guaranty. Each of You agrees that the provisions of this Section are for Our benefit and the benefit of Our respective successors, transferees, endorsees and assigns, and nothing herein contained shall impair, as between any other Person and Us, the obligations of such Person under the Loan Documents.

Waiver of Subrogation, Etc. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, and except as set forth herein, each of You hereby expressly and irrevocably waives any and all rights at

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law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set off and any and all defenses available to a surety, guarantor or accommodation co-obligor. Each of You acknowledges and agrees that this waiver is intended to benefit Us and shall not limit or otherwise affect Your liability hereunder or the enforceability of this Section, and that We and Our respective successors and assigns are intended third party beneficiaries of the waivers and agreements set forth in this Section.

Election of Remedies. If We may, under applicable law, proceed to realize Our benefits under any of the Loan Documents giving Us a Lien upon any Collateral, whether owned by any of You or by any other Person, either by judicial foreclosure or by non judicial sale or enforcement, We may, at Our sole option, determine which of Our remedies or rights We may pursue without affecting any of Our rights and remedies under this Section. If, in the exercise of any of Our rights and remedies, We shall forfeit any of Our rights or remedies, including Our right to enter a deficiency judgment against any of You or any other Person, whether because of any applicable laws pertaining to “election of remedies” or the like, each of You hereby consents to such action by Us and waives any claim based upon such action, even if such action by Us shall result in a full or partial loss of any rights of subrogation that any of You might otherwise have had but for such action by Us. Any election of remedies that results in the denial or impairment of any right of Ours to seek a deficiency judgment against any of You shall not impair the respective obligations of the rest of You to pay the full amount of the Secured Obligations. In the event We shall bid at any foreclosure or trustee’s sale or at any private sale permitted by law or the Loan Documents, We may bid all or less than the amount of the Secured Obligations and the amount of such bid need not be paid by Us but shall be credited against the Secured Obligations. The amount of the successful bid at any such sale, whether We are or any other party is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral and the difference between such bid amount and the remaining balance of the Secured Obligations shall be conclusively deemed to be the amount of the Secured Obligations guaranteed under this Section, notwithstanding that any present or future law or court decision or ruling may have the effect of reducing the amount of any deficiency claim to which We might otherwise be entitled but for such bidding at any such sale.

Limitation. Notwithstanding any provision herein contained to the contrary, the liability of each of You under this Section (which liability is in any event in addition to amounts for which You are primarily liable under this Agreement) shall be limited to an amount not to exceed as of any date of determination the greater of: (a) the net amount of the amounts advanced to the other of You under this Agreement and then re-loaned or otherwise transferred to, or for the benefit of, the other of You; and (b) the amount that could be claimed by Us from the other of You under this Section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law after taking into account, among other things, Your right of contribution and indemnification from the other of You under this Section.

Contribution with Respect to Guaranty Obligations.

• To the extent that any of You shall make a payment under this Section of all or any of the Secured Obligations (a “Guarantor Payment”) that, taking into account all other Guarantor Payments then previously or concurrently made by such Person, exceeds the amount that such Person would otherwise have paid if each of You had paid the aggregate Secured Obligations satisfied by such Guarantor Payment in the same proportion that such Person’s Allocable Amount (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts of all of You as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Secured Obligations and termination of Our obligation to fund Advances, such Person shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, the other of You for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.

• As of any date of determination, the “Allocable Amount” of any of You shall be equal to the maximum amount of the claim that could then be recovered from such Person under this section without rendering such claim voidable or avoidable under Section 548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.

• This subsection is intended only to define the relative rights of each of You and nothing set forth in this subsection is intended to or shall impair the obligations of each of You, jointly and severally, to pay any

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amounts as and when the same shall become due and payable in accordance with the terms of this Agreement, including subsection “Cross-Guaranty” above. Nothing contained in this subsection shall limit the liability of any of You to pay the Advances made directly or indirectly to You and accrued interest, fees and expenses with respect thereto, for which You shall be primarily liable.

• The Parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Person to which such contribution and indemnification is owing.

• The rights of the indemnifying Persons against other Persons under this subsection shall be exercisable upon the full and indefeasible payment of the Secured Obligations and the termination of Our obligation to fund Advances.

Liability Cumulative. The liability of each of You under this Section is in addition to and shall be cumulative with all liabilities of each of You to Us under this Agreement and the other Loan Documents to which You are a party or in respect of any Secured Obligations or obligation of each of You, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

18. DOCUMENTS YOU WILL PROVIDE US

Upon signing this Agreement You will provide Us with each of the following documents on or before the Closing Date:

• Executed originals of this Agreement, and all other documents and instruments that We may reasonably require;

• Secretary’s certificate of incumbency and authority for each of You;

• Certified copy of resolutions of each of Your boards of directors approving this Agreement, the associated Warrant Agreement(s) and the other Loan Documents;

• Certified copy of Certificate of Incorporation and By-Laws for each of You, as amended through the Closing Date;

• A certificate of good standing from the State of incorporation of each of You, and similar certificates from all other jurisdictions where You do business and where the failure to be qualified, individually or collectively, could reasonably be expected to have a Material Adverse Effect;

• Payment of the Facility Fee for the Commitment Amount as denoted in the Table of Terms;

• Executed Certificate of Perfection, in the form attached as Exhibit C (the “Certificate of Perfection”); and

• Any such other documents as We may reasonably request.

Within sixty (60) days of the Closing Date, You will provide Us with each of the following documents:

• Executed originals of Landlord Waivers (or similar agreements), for Your location at 303 Ravendale Drive, Mountain View, CA 94043;

• Executed original of the Inventory and Other Goods of Tintri, Inc., with Flextronics International; and

• We shall have received certificates of insurance, endorsements and other documents evidencing Your compliance with Section 10 in form and substance reasonably acceptable to Us.

So long as there are any unpaid principal, interest, fees, costs or other amounts owed by any of You to Us, or We have any obligation to make any additional Advances, each of You shall provide Us with:

Financial Statements. Within thirty (30) days after the end of each month, each of You will provide Us with an unaudited income statement, statement of cash flows, and an unaudited balance sheet prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end adjustments. Within one hundred eighty (180) days of the end of each fiscal year end, each of You will provide Us with audited financial statements accompanied by an audit report and an unqualified opinion of the independent certified public accountants. Within ten (10) days prior to the end of each fiscal year, each of You will provide Us a budget and business plan for the next fiscal year. Each of You will provide Us any additional information (including, but not limited to, tax returns, income statements, balance sheets and names of principal creditors) as We reasonably believe are necessary to evaluate the

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continuing ability of each of You to meet Your financial obligations to Us. These statements should be emailed to Us at [                    ], or upon Our prior approval, sent by facsimile or mail to Us at the address listed in the Table of Terms. Documents required to be delivered to Us 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 You provide notice to Us that (a) the SEC has made such documents publicly available or (b) You have posted such documents, or provided a link thereto, on Your website on the Internet at Your website address

Certificate of Compliance. Within ten (10) Business Days after the end of each calendar quarter, each of You will provide Us with a Certificate of Compliance in the form attached as Exhibit D.

19. OPPORTUNITY TO INVEST

You grant Us (or at Our election, an Affiliate of Us) the opportunity to invest up to One Million and No/100 Dollars ($1,000,000), in TINTRI, INC.’s Next Round (other than an IPO, if such Next Round is an IPO) at Our sole discretion upon approval from Your investors, and on the same terms and conditions as other investors in Your Next Round. You agree to provide Us with at least ten (10) days prior written notice of the proposed date of the Next Round, which notice shall include the final terms, conditions and pricing of the Next Round and copies of draft equity documents no later than two (2) Business Days prior to the closing of the Next Round. The foregoing Opportunity To Invest shall survive any termination or expiration of this Agreement and be in full force and effect until the earlier of consummation of Your Next Round or IPO.

20. OTHER LEGAL PROVISIONS YOU WILL ABIDE BY

Continuation of Security Interest. This is a continuing agreement and the grant of the security interest and Lien hereunder or any other Loan Document shall remain in full force and effect and all of Our rights, powers and remedies shall continue to exist until all of the principal, interest, fees, costs and other amounts owed by You to Us are fully and finally paid in cash and We have no further obligation to make Advances. We shall file a termination statement and provide proof of filing to You promptly after the full and final payment in cash of all of the principal, interest, fees, costs and other amounts owed by You to Us hereunder (other than inchoate indemnity obligations), releasing to You, without recourse except for Our acts, the Collateral and all rights conveyed hereby and returning possession of the Collateral to You. Our rights, powers and remedies shall be in addition to all rights, powers and remedies given by statute or rule of law and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein or in any other Loan Document shall not be construed as a waiver of or election of remedies with respect to any of Our other rights, powers and remedies.

Entire Agreement. This Agreement and associated Promissory Notes supersede all other oral or written agreements or understandings between the Parties concerning the Collateral. ANY AMENDMENT OF THIS AGREEMENT OR A PROMISSORY NOTE MAY ONLY BE ACCOMPLISHED THROUGH A DOCUMENT WITH SIGNATURES FROM EACH OF THE PARTIES.

Headings. Headings used in this Agreement are for reference and convenience of the Parties only and shall have no substantive effect in the interpretation of this Agreement.

No Waiver. No action taken by Us or You will be deemed to constitute a waiver of compliance with any representation, warranty or covenant contained in this Agreement or Promissory Note. The waiver by Us of a breach of any provision of this Agreement or a Promissory Note will not operate or be construed as a waiver of any subsequent breach.

Survival of Obligations. The indemnification, obligations, representations and warranties contained in this Agreement, any Promissory Note or in any document delivered in connection with those agreements are for the benefit of the Parties and survive the execution, delivery, expiration or termination of this Agreement.

Tax Indemnification. Without limiting the generality of Section 13, You agree to pay, and to hold Us harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales, or other similar taxes (excluding taxes imposed on or measured by Our net income or franchise taxes) that may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement.

Successors and Assigns. The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on each of You and Your permitted assigns (if any). None of You shall assign Your obligations under

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this Agreement, the Promissory Notes or any of the other Loan Documents without Our express prior written consent, and any such attempted assignment shall be void and of no effect. Each of You acknowledges and understands that We may sell and assign all or part of Our interest hereunder and under the Promissory Note(s) and all other related Loan Documents to any person or entity to be known as assignee. After such assignment the term “We” “Us” and “Our” as used in the Loan Documents will mean and include such assignee, and such assignee will be vested with all Our rights, powers and remedies hereunder and shall have Our duties with respect to the interest that each of You have granted Us; but with respect to any such interest not so transferred, We shall retain all rights, powers and remedies. No such assignment will relieve any of You of any of Your obligations. We agree that in the event of any transfer of the Promissory Note(s), We will denote on the Promissory Note a notation as to the portion of the principal and interest of the Promissory Note(s), which shall have been paid at the time of such transfer and the date of the transfer.

Consent To Jurisdiction And Venue. All judicial proceedings arising in or under or related to this Agreement, the Promissory Notes or any of the other Loan Documents may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each Party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Promissory Notes or the other Loan Documents. Service of process on any Party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in this Section, and shall be deemed effective and received as set forth therein. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either Party to bring proceedings in the courts of any other jurisdiction.

Mutual Waiver Of Jury Trial; Judicial Reference. Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the Parties wish applicable state and federal laws to apply (rather than arbitration rules), the Parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE PARTIES SPECIFICALLY WAIVES ANY RIGHT THEY MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY ANY OF YOU AGAINST US OR OUR ASSIGNEE OR BY US OR OUR ASSIGNEE AGAINST ANY OF YOU. IN THE EVENT THAT THE FOREGOING JURY TRIAL WAIVER IS NOT ENFORCEABLE, ALL CLAIMS, INCLUDING ANY AND ALL QUESTIONS OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE CALIFORNIA CODE OF CIVIL PROCEDURE (“REFERENCE”). THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE REFEREE SHALL BE APPOINTED BY THE COURT. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS SECTION SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE LAWFUL SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS SECTION. THE PARTIES ACKNOWLEDGE THAT THE CLAIMS WILL NOT BE ADJUDICATED BY A JURY. THIS WAIVER EXTENDS TO ALL SUCH CLAIMS, INCLUDING CLAIMS THAT INVOLVE PERSONS OTHER THAN ANY OF YOU AND US; CLAIMS THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED TO THE RELATIONSHIP BETWEEN YOU AND US; AND ANY CLAIMS FOR DAMAGES, BREACH OF CONTRACT, SPECIFIC PERFORMANCE, OR ANY EQUITABLE OR LEGAL RELIEF OF ANY KIND, ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE WARRANT AGREEMENTS.

Professional Fees. Each of You promises to pay or reimburse on demand, any and all reasonable professional fees and expenses incurred by Us whether before or after the execution of this Agreement in connection with or related to: the Loan Documents, the Warrant Agreements, or the Secured Obligations; the administration, collection, or enforcement of the Secured Obligations; amendment or modification of the Loan Documents and the Warrant Agreements; any waiver, consent, release, or termination under the Loan Documents or Warrant Agreements; the protection, preservation, sale, lease, liquidation, inspection, audit or disposition of, or other action related to, the Collateral or the exercise of remedies with respect to the Collateral; or any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to any of You or the Collateral, and any appeal or review thereof; and any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to any of You, the Collateral, the Loan Documents, or the Warrant Agreements, including representing Us in any adversary proceeding or contested matter commenced or continued by or on behalf of the estate of any of You, and

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any appeal or review thereof. Our professional fees and expenses shall include fees or expenses for Our attorneys, accountants, auditors, auctioneers, liquidators, appraisers, investment advisors, environmental and management consultants, or experts engaged by Us in connection with the foregoing. The promise of each of You to pay all of Our reasonable professional fees and expenses is part of the Secured Obligations under this Agreement. Notwithstanding the foregoing anything in this Agreement, We shall pay or reimburse on demand, any and all reasonable professional fees and expenses incurred by You, including but not limited to fees or expenses for Your attorneys, (i) commencing January 28, 2015 and through the Closing Date of this Agreement in connection with or related to the Loan Documents, the Warrant Agreements, or the Secured Obligations and (ii) in connection with any post-Closing Date obligations set forth in Section 18.

Revival of Secured Obligations. This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against any of You for liquidation or reorganization, if any of You become insolvent or make an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of the assets of any of You, or if any payment or transfer of Collateral is recovered from Us. The Loan Documents, the Secured Obligations and Our Lien on the Collateral shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to Us, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Us or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to Us in cash.

Notices. Any notice, request or other communication to any of the Parties by any other will be given in writing and deemed received upon the earliest of (1) actual receipt, (2) three (3) days after mailing if mailed postage prepaid by regular or airmail to Us or You, at the address set out in the Table of Terms, and (3) one (1) day after it is sent by courier or overnight delivery

Applicable Law. This Agreement and any Promissory Note will have been made, executed and delivered in the State of California and will be governed and construed for all purposes in accordance with the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all such counterparts together constitute one and the same instrument.

Signatures. This Agreement and any Promissory Note may be executed and delivered by facsimile or transmitted electronically in either Tagged Image Format Files (“TIFF”) or Portable Document Format (“PDF”) and, upon such delivery, the facsimile, TIFF or PDF signature, as applicable, will be deemed to have the same effect as if the original signature had been delivered to the other party.

Confidentiality. All financial information and other non-public information (other than any such information contained in periodic reports filed by any of You with the Securities and Exchange Commission) disclosed by any of You to Us shall be considered confidential for purposes of this Agreement and continuing for a period of two (2) years following the later of the termination hereof or of the Warrant. In handling any confidential information, We will exercise the same degree of care that We exercise for Our own proprietary information, but disclosure of information may be made (i) to Our subsidiaries or Affiliates in connection with their business with any of You, (ii) to prospective transferees or purchasers of any interest in the Loans (provided, however, We shall use best efforts in obtaining such prospective transferee’s agreement of the terms of this provision and any purchaser shall be agreeing to assume the obligations hereunder and therefore agreeing to abide by the provisions hereof, including, without limitation, the provisions of this Section), (iii) as We deem necessary or appropriate to any bank, financial institution or other similar entity, provided, however, that such bank, financial institution or other similar entity agrees in writing to maintain the confidentiality of such information, (iv) to S&P, Moody’s, Fitch and/or other ratings agency, as We deem necessary or appropriate, provided, however, that such financial institution or ratings agency shall be informed of the confidentiality of such information and instructed to keep such information confidential, (v) as required by law, regulation, subpoena, or other order, (vi) to the extent requested by any regulatory authority, (vii) as required in connection with Our examination or audit and (viii) as We consider appropriate in exercising remedies under this Agreement. Confidential information does not include information that either: (a) is in the public domain or in Our possession when disclosed to Us, or becomes part of the public domain after disclosure to Us through no fault of Ours; or (b) is disclosed to Us by a third party, if We do not know that the third party is prohibited from disclosing the information. Notwithstanding the above, each of You hereby consents to the use by Us of the company name and logo of any of You for advertising, promotional and marketing purposes only. Such use may reference the type of credit facility but will not indicate the amount of the credit facility without Your prior written approval.

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Termination. This Agreement and the Liens granted hereby shall terminate when the Secured Obligations have been fully and indefeasibly paid in cash in full and when We have no obligation to make Advances. You may terminate Your right to request Advances under this Agreement by delivery of a written notice not to request further Advances which shall be effective upon receipt.

21. DEFINITIONS

Capitalized terms used in this Agreement and not otherwise defined shall have the following meanings:

“Account” means any “account,” as such term is defined in the UCC, which any of You now own or acquire or in which any of You now hold or acquire any interest and in any event, shall include, without limitation, all accounts receivable, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper, Documents or Instruments) that any of You now own, receive or acquire or belongs or is owed or becomes belonging or owing to any of You (including, without limitation, under any trade name, style or division thereof) whether arising out of goods sold or services that any of You render or from any other transaction, whether or not the same involves the sale of goods or services by any of You (including, without limitation, any such obligation that may be characterized as an account or contract right under the UCC) and all of any of Your rights in, to and under all purchase orders or receipts now owned or acquired by any of You for goods or services, and all of any of Your rights to any goods represented by any of the foregoing (including, without limitation, unpaid seller’s rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods), and all monies due or to become due to any of You under all purchase orders and contracts for the sale of goods or the performance of services or both by any of You or in connection with any other transaction (whether or not yet earned by performance on the part of any of You), now in existence or occurring, including, without limitation, the right to receive the proceeds of said purchase orders and contracts, and all collateral security and guarantees of any kind given by any Person with respect to any of the foregoing.

“Advance” has the meaning given to it in Section 1.

“Advance Date” means the day on which We make an Advance to You.

“Advance Options” means those options set forth in the Table of Terms.

“Advance Request” means any request for an Advance to be executed and delivered from time to time by You to Us in the form attached to this Agreement as Exhibit B.

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners, and members.

“Agreement” has the meaning given to it in the Preamble.

“Availability Period” has the meaning set forth in the Table of Terms.

“Availability Period Extension Fee” has the meaning set forth in the Table of Terms and Section 1.

“Availability Period Extension Milestone” means You have achieved eighty-five percent (85%) of the projected bookings and revenue for the fiscal year ending January 31, 2016, as set forth in the board approved revenue plan provided to Us and attached to the Disclosure Letter, delivered to Us on the Closing Date or an updated revenue plan, so long as such updated revenue plan has a minimum expected revenue equal to or greater than the revenue plan attached to the Disclosure Letter and delivered to Us on the Closing Date.

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in the State of California are authorized or required by law or other government action to close.

“Cash” means all cash, money, currency, and liquid funds, wherever held, which any of You own now, hold or acquire any right, title, or interest in.

“Certificate of Perfection” has the meaning given to it in Section 18.

“Chattel Paper” means any “chattel paper,” as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

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“Closing Date” means February 6, 2015.

“Collateral” has the meaning given to it in Section 8.

“Commitment Amount” has the meaning set forth in the Table of Terms.

“Commitment Increase Request Notice” has the meaning given to it in Section 3.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration now owned or hereafter acquired by any of You or in which agreement You now hold or hereafter acquire any interest, whether as licensor or licensee.

“Copyrights” means all of the following now owned or acquired by any of You or in which any of You now hold or acquire any interest: (i) all copyrights and copyright rights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country, or pursuant to any convention or treaty; (ii) all registrations of, applications for registration. and recordings of any copyright rights in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country; (iii) all continuations, renewals or extensions of any copyrights and any registrations thereof; and (iv) any copyright registrations to be issued under any pending applications.

“Default” means any event that, with the passage of time or notice or both would, unless cured or waived, become an Event of Default.

“Default Rate” has the meaning given to it in Section 7.

“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

“Documents” means any “documents,” as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest.

“Domestic Subsidiary” means a Subsidiary organized under the laws of the United States or any state or territory thereof or the District of Columbia.

“End of Term Payment” has the meaning set forth in the Table of Terms.

“Equipment” means any “equipment,” as such term is defined in the UCC, and any and all additions, upgrades, substitutions and replacements thereto or thereof, together with all attachments, components, parts, accessions and accessories installed thereon or affixed thereto, now owned or hereafter acquired by any of You or in which any of You now hold or acquire any interest.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Event of Default” has the meaning given to it in Section 14.

“Excluded Agreements” means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

“Facility Fee” has the meaning set forth in the Table of Terms.

“Fixtures” means any “fixtures,” as such term is defined in the UCC, together with any of Your right, title and interest in and to all extensions, improvements, betterments, renewals, substitutes, and replacements thereof, and all additions and appurtenances thereto any, now owned or hereafter acquired by any of You or in which any of You now hold or acquire any interest.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means generally accepted accounting principles, consistently applied, as in effect from time to time.

“General Intangibles” means any “general intangibles,” as such term is defined in the UCC, and, in any event, includes proprietary or confidential information (other than Intellectual Property); business records and materials (other than Intellectual Property); customer lists; interests in partnerships, joint ventures, corporations, limited liability companies and other business associations; permits; claims in or under insurance policies (including unearned premiums and retrospective premium adjustments); and rights to receive tax refunds and other payments and rights of indemnification, now owned or acquired by any of You or in which any of You may now or hereafter have any interest.

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“Goods” means any “goods,” as such term is defined in the UCC, now owned or hereafter acquired by any of You or in which any of You now hold or acquire any interest.

“Guarantor” means any Person who from time to time may guaranty or provide collateral or other credit support for all or any portion of the Secured Obligations.

“IPO” has the meaning given to it in Section 9.

“IPO Notice” has the meaning given to it in Section 9.

“Indebtedness” means, of any Person, at any date, without duplication and without regard to whether matured or unmatured, absolute or contingent: (i) all obligations of such Person for borrowed money; (ii) all obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all obligations of such Person to pay the deferred purchase price of property or services; (iv) all obligations of such Person as lessee under capital leases; (v) all obligations of such Person to reimburse or prepay any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance, or similar instrument, whether drawn or undrawn; (vi) all obligations of such Person to purchase securities which arise out of or in connection with the sale of the same or substantially similar securities; (vii) all obligations of such Person to purchase, redeem, exchange, convert or otherwise acquire for value any capital stock of such Person or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding, except to the extent that (A) such obligations remain performable solely at the option of such Person or (B) any such exchange or conversion is made solely for such capital stock; (viii) all obligations to repurchase assets previously sold (including any obligation to repurchase any accounts or chattel paper under any factoring, receivables purchase, or similar arrangement); (ix) obligations of such Person under interest rate swap, cap, collar or similar hedging arrangements; and (x) all obligations of others of any type described in clause (i) through clause (ix) above guaranteed by such Person.

“Instruments” means any “instrument,” as such term is defined in the UCC, now owned or hereafter acquired by any of You or in which any of You now hold or acquire any interest.

“Intellectual Property” means all Copyrights; Trademarks; Patents; Licenses; source codes; trade secrets; inventions (whether or not patented or patentable); technical information, processes, designs, knowledge and know-how; data bases; models; drawings; websites, domain names, and URL’s, and all applications therefor and reissues, extensions, or renewals thereof; together with the rights to sue for past, present, or future infringement of Intellectual Property and the goodwill associated with the foregoing.

“Inventory” means any “inventory,” as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest, and, in any event, shall include, without limitation, all Goods and personal property that are held by or on any of Your behalf for sale or lease or are furnished or are to be furnished under a contract of service or that constitute raw materials, work in process or materials used or consumed or to be used or consumed in any of Your businesses, or the processing, packaging, promotion, delivery or shipping of the same, and all finished goods, whether or not the same is in transit or in any of Your constructive, actual or exclusive possession or is held by others for any of Your account, including, without limitation, all property covered by purchase orders and contracts with suppliers and all goods billed and held by suppliers and all such property that may be in the possession or custody of any carriers, forwarding agents, truckers, warehousemen, vendors, selling agents or other Persons.

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interest or other securities) of any Person, or any loan, advance or capital contribution to any Person.

“Investment Property” means any “investment property,” as such term is defined in the UCC, and includes any certificated security, uncertificated security, money market funds, bonds, mutual funds, and U.S. Treasury bills and notes now owned or hereafter acquired by any of You or in which any of You now hold or acquire any interest.

“IP Restriction” has the meaning given to it in Section 12.

“Letter of Credit Rights” means any “letter of credit rights,” as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or acquire any interest, including any right to payment under any letter of credit.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests now held or acquired by any of You or in which any of You now hold or acquire any interest and any renewals or extensions thereof.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and the filing of any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the UCC or comparable law of any jurisdiction.

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“Loan Documents” means this Agreement, the Promissory Notes, all UCC Financing Statements, and any other documents executed in connection with the Secured Obligations or the transactions contemplated hereby, including those documents described on the Schedule of Documents attached hereto as Schedule 2, as the same may from time to time be amended, modified, supplemented or restated; provided, that the Loan Documents shall not include any of the Excluded Agreements.

“Loan Term” has the meaning set forth in the Table of Terms.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, properties, assets or financial condition of any of You or all of You as a whole (ii) the ability of any of You to perform the Secured Obligations in accordance with the terms of the Loan Documents or Our ability to enforce any of Our rights and remedies with respect to the Secured Obligations in accordance with the terms of the Loan Documents, or (iii) the Collateral or Our Liens on the Collateral or the priority of such Liens.

“Merger Event” means (i) any reorganization, consolidation or merger (or similar transaction or series of transactions) by any of Your or any of Your subsidiaries, with or into any other Person; (ii) any transaction, including the sale or exchange of outstanding shares of Your capital stock, or the capital stock of any of Your Subsidiaries, in which the holders of such outstanding capital stock of the affected corporation immediately before consummation of such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain capital stock representing at least 50.0% of the voting power of the surviving corporation of such transaction or series of related transactions (or the parent corporation of such surviving corporation if such surviving corporation is wholly owned by such parent corporation), in each case without regard to whether You or any of Your subsidiaries are the surviving corporation, or (iii) the sale, license or other disposition of all or substantially all of Your assets, or the assets of any of Your subsidiaries.

“Next Round” means the first equity financing, or extension of an existing round of equity financing, occurring after the Closing Date, in which You issue preferred stock for aggregate gross cash proceeds of at least Five Million Dollars ($5,000,000) (with aggregate proceeds to include the amounts that the investors in such financing have committed to invest, in accordance with the terms of the financing documents after the initial closing under such documents and to exclude any amounts receivable upon, or attributable to, conversion or cancellation of indebtedness), whether in a single or multiple closings.

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“Opportunity To Invest” has the meaning set forth in the Table of Terms.

“Parts” has the meaning given to it in Section 3.

“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending in which agreement You now hold or acquire any interest, whether as licensor or licensee.

“Patents” means all of the following now owned or acquired by any of You or in which any of You now hold or acquire any interest: (a) all patents, or rights corresponding thereto, issued or registered in the United States or any other county, (b) all applications for patents, or rights corresponding thereto in, the United States or any other country; (c) all reissues, reexaminations, continuations, divisions, continuations-in-part, or extensions of the foregoing patents and/or applications; (d) all patents to be issued under any of the foregoing applications; and (e) all foreign counterparts of the foregoing patents and/or applications.

“Patriot Act” means the USA PATRIOT Improvement and Reauthorization Act of 2005.

“Permitted Indebtedness” means (a) Indebtedness of any of You in favor of Us; (b) Indebtedness existing at the Closing Date and disclosed on Schedule 1; (c) Indebtedness to trade creditors, including, without limitation, for the acquisition of services, supplies or inventory in the ordinary course of business; (d) Indebtedness under the Working Capital Loan Facility so long as the aggregate outstanding amount thereof does not at any time exceed (i) the principal amount of Twenty Million Dollars ($20,000,000), subject to a Working Capital Intercreditor Agreement acceptable to Us in Our sole reasonable discretion; (e) Subordinated Indebtedness, (f) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (g) Indebtedness with respect to surety bonds and similar obligations incurred in the ordinary course of business; (h) Indebtedness consisting of intercompany journal entries made in connection cost sharing or transfer pricing transactions provided that all such transactions are cashless; (i) Indebtedness not to exceed One Million Dollars ($1,000,000) in the aggregate incurred

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during the term hereof, secured by a Lien described in clauses (x) and (xi) of the defined term “Permitted Liens”; provided that such Indebtedness does not exceed the purchase price of the specific Equipment financed with such Indebtedness; (j) Indebtedness permitted under clauses (i) and (m) of the definition of Permitted Investments; (k) Indebtedness consisting of interest rate, currency, or commodity swap agreements, interest rate cap or collar agreements or arrangements entered into in the ordinary course of business and designated to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices; and (l) extensions, refinancings, modifications, amendments and restatements of any item of Permitted Indebtedness (a) though (g) above, provided that the principal amount thereof is not increased.

“Permitted Investment” means (a) Investments that are in existence on the Closing Date and disclosed on Schedule 1; (b) Investments in domestic certificates of deposit issued by, and other domestic investments with, financial institutions organized under the laws of the United States or a state thereof, having at least One Hundred Million Dollars ($100,000,000) in capital and a rating of at least “investment grade” or “A” by Moody’s or any successor rating agency; (c) Investments in marketable obligations of the United States of America and in open market commercial paper given the highest credit rating by a national credit agency and maturing not more than one year from the creation thereof; (d) so long as no Event of Default has occurred and is continuing, temporary advances to employees to cover incidental expenses to be incurred in the ordinary course of business, in an aggregate outstanding amount not to exceed $250,000 at any time; (e) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business; (f) Investments permitted by Your investment policy, as amended from time to time, provided that such investment policy (and any amendment thereto) has been approved by Us; (g) Investments consisting of deposit accounts and investment accounts; (h) Investments accepted in connection with transfers or dispositions of property that are otherwise permitted pursuant to Section 12; (i) Investments consisting of intercompany loans and advances made by You to any Subsidiary made after the Closing Date in an aggregate amount not to exceed $150,000 during any fiscal year and Investments consisting of intercompany receivables, corresponding to amounts in item (h) of the definition of Permitted Indebtedness, consisting of intercompany journal entries made in connection with cost sharing or transfer pricing transactions, provided that all such transactions are cashless (j) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Yours or Your Subsidiaries pursuant to employee stock purchase plans or agreement approved by Your board of directors; (l) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this clause (l) shall not apply to Investments of You in any of Your Subsidiaries; (m) (A) Investments by Your Subsidiaries in or to other Subsidiaries of You or You and (B) Investments by You in or to any Guarantor or any other borrower hereunder; (n) Investments consisting of interest rates, currency exchange rates or commodity price; and (o) Investments consisting of equity interests in connection with the Subsidiary Reorganization.

“Permitted Liens” means any and all of the following: (i) Liens in Our favor; (ii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided that such Liens do not have priority over any of Our Liens and You maintain adequate reserves in accordance with GAAP; (iii) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of Your business and imposed without action of such parties, provided that the payment thereof is not yet required and that such Liens do not have priority over any of Our Liens; (iv) Liens arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default hereunder; (v) the following deposits, to the extent made in the ordinary course of Your business: deposits under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vi) Liens on insurance proceeds in favor of insurance companies granted solely as security for financed premiums; (vii) Liens in favor of the Working Capital Lender arising under the Working Capital Loan Facility, subject to the Working Capital Intercreditor Agreement acceptable to Us in Our sole reasonable discretion; (viii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of custom duties in connection with the importation of goods; (ix) Liens in favor of financial institutions arising in connection with deposit or securities accounts held at such financial institutions, provided that such Liens only secure fees and service charges and customary chargebacks or reversals of credits associated with such accounts; (x) Liens existing on the Closing Date and disclosed on Schedule 1; (xi) purchase money Liens (including capital leases) securing Indebtedness not to exceed One Million Dollars ($1,000,000) (A) on Equipment acquired or held by You incurred

29

for financing the acquisition of that Equipment, or (B) existing on Equipment when acquired by You, so long as, in each case, the Lien is confined to the specific Equipment and the proceeds of the Equipment; (xii) leases or subleases of real property granted in the ordinary course of Your business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Your business (or if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses or sublicenses do not prohibit granting Us a security interest therein; (xiii) non-exclusive licenses of Intellectual Property given in the ordinary course of Your business; (xiv) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clauses (i), (vi), (vii) and (ix) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not increase.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, other entity or government (whether federal, state, county, city, municipal, local, foreign, or otherwise, including any instrumentality, division, agency, body or department thereof).

“Prepayment Fee” has the meaning given to it in Section 9.

“Proceeds” means “proceeds,” as such term is defined in the UCC and, in any event, shall include, without limitation, (a) any and all Accounts, Chattel Paper, Instruments, Cash or other proceeds payable to any of You from time to time in respect of the Collateral, (b) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to any of You from time to time with respect to any of the Collateral, (c) any and all payments (in any form whatsoever) made or due and payable to any of You from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority (or any Person acting under color of governmental authority), (d) the proceeds, damages, or recovery based on any claim of any of You against third parties (i) for past, present or future infringement of any Copyright, Copyright License, Patent or Patent License, or (ii) for past, present or future infringement or dilution of any Trademark or Trademark License or for injury to the goodwill associated with any Trademark, Trademark registration or Trademark licensed under any Trademark License; and (e) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

“Promissory Note” has the meaning given to it in Section 2.

“PT” means Pacific Time.

“Receivables” means (i) all of any of the Accounts, Instruments, Documents, Cash, Chattel Paper, Supporting Obligations, letters of credit, proceeds of a letter of credit, and Letter of Credit Rights of any of You, and (ii) all customer lists, software, and related business records.

“Receivables Restriction” has the meaning given to it in Section 12.

“Reduced Payment Period” has the meaning given to it in Section 9.

“SEC” means the Securities and Exchange Commission and any successor thereto.

“Secured Obligations” means Your joint and several obligations to repay to Us all Advances (whether or not evidenced by any Promissory Note), together with all principal, interest, fees, costs, professional fees and expenses, and other liabilities or obligations for monetary amounts owed by any of You to Us, including the indemnity and insurance obligations in Sections 10, 13 and 20 hereof and including such amounts as may accrue or be incurred before or after default or workout or the commencement of any liquidation, dissolution, bankruptcy, receivership or reorganization by or against any of You, whether due or to become due, matured or unmatured, liquidated or unliquidated, contingent or non-contingent, and all covenants and duties of any kind or nature, present or future, arising under this Agreement, the Promissory Notes, or any of the other Loan Documents, as the same may from time to time be amended, modified, supplemented or restated, whether or not such obligations are partially or fully secured by the value of Collateral; provided, that the Secured Obligations shall not include any of the Indebtedness or obligations of any of You arising under or in connection with the Excluded Agreements.

“Springing Lien Event” shall be deemed to occur automatically in the event that You, without the prior written consent of Us, do not comply with the IP Restriction, Subsidiary Cash Cap or Receivables Restriction.

“Subordinated Indebtedness” means Indebtedness (i) approved by Us and (ii) subordinated to the Secured Obligations on terms and conditions acceptable to Us, including without limiting the generality of the foregoing,

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subordination of such Indebtedness in right of payment to the prior payment in full of the Secured Obligations, the subordination of the priority of any Lien at any time securing such Indebtedness to Our Liens in Your assets and properties, and the subordination of the rights of the holder of such Indebtedness to enforce its junior Lien following an Event of Default hereunder pursuant to a written subordination agreement approved by Us.

“Subsidiary” means, with respect to any Person, any Person of which more than 50% of the voting stock or other equity interests is owned or controlled, directly or indirectly, by such Person or one or more Affiliates of such Person.

“Subsidiary Cash Cap” has the meaning given to it in Section 12.

“Subsidiary Reorganization” means the internal restructuring of Your Subsidiaries and the creation of additional Subsidiaries as described in the restructuring slide provided to Us by You prior to the Closing Date and attached to the Disclosure Letter, delivered to Us on the Closing Date.

“Supporting Obligations” means any “supporting obligations,” as such term is defined in the UCC, now owned or acquired by any of You or in which any of You now hold or hereafter acquire any interest.

“Table of Terms” means the table of terms on Page 1, 2, 3 and 4 of this Agreement.

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration in which agreement You now hold or hereafter acquire any interest, whether as licensor or licensee.

“Trademarks” means all of the following property now owned or hereafter acquired by any of You or in which any of You now hold or hereafter acquire any interest: (a) all trademarks, trade names, corporate names, business names, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and any applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof and (b) reissues, extensions or renewals thereof.

“Trading with the Enemy Act” means the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.).

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, 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, Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of California, the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions. Unless otherwise defined herein or in the other Loan Documents terms that are defined in the UCC and used herein or in the other Loan Documents shall have the meanings given to them in the UCC.

“Upon Request and Additional Approval” has the meaning given to it in Section 3.

“US Sub” means Tintri International, Inc., a Delaware corporation.

“Warrant Agreement” means the Warrant Agreement dated the date hereof between the Parties issued in connection with this Agreement and any other warrant agreement between the Parties issued in connection with this Agreement.

“Working Capital Intercreditor Agreement” means the subordination agreement of even date herewith entered into between Us and Silicon Valley Bank and acknowledged by You, or another subordination or intercreditor agreement, as applicable, entered into between Us and another Working Capital Lender that is on terms not less favorable in any material respect to Us.

“Working Capital Lender” means Silicon Valley Bank or another commercial bank regularly engaged in the business of lending money (excluding venture capital lenders, non-bank venture capital lenders, investment banking or similar institutions which sometimes engage in lending activities but which are primarily engaged in investments in equity securities) party to a Working Capital Intercreditor Agreement.

“Working Capital Loan Agreement” collectively means (a) that certain Loan and Security Agreement dated as of May 14, 2013, by and between You and Silicon Valley Bank, as amended supplemented or otherwise modified from time to time in accordance with the Working Capital Intercreditor Agreement, or (b) any other credit or loan agreement entered into pursuant to another Working Capital Loan Facility.

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“Working Capital Loan Documents” means the Working Capital Loan Agreement and all other “Loan Documents” (words of similar import) under and as defined therein, and (ii) all documents entered into pursuant to another Working Capital Loan Facility.

“Working Capital Loan Facility” means either (a) that certain Loan and Security Agreement by and between You and Silicon Valley Bank or (b) in the event the Loan and Security Agreement by and between You and Silicon Valley Bank is terminated, a replacement accounts receivable borrowing base formula line of credit between You and another Working Capital Lender that is subject to a Working Capital Intercreditor Agreement and is on terms not less favorable in any material respect to Us.

Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole, including all Exhibits, Annexes and Schedules, and not to any particular Section, subsection or other subdivision.

Wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation,” the word “or” is not exclusive; references to Persons include their respective successors and assigns (to the extent and only to the extent permitted by this Agreement and the Loan Documents) or, in the case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and related regulations shall include any amendments of the same and any successor statutes and regulations. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied.

(Signatures to Follow)

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IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the day and year first above written.

BORROWER:	You:	TINTRI, INC.
	Signature:	/s/ Ken Klein
	Print Name:	Ken Klein
	Title:	Chief Executive Officer
Accepted in Menlo Park, California:
LENDER:	Us:	TRIPLEPOINT CAPITAL LLC
	Signature:	/s/ Sajal Srivastava
	Print Name:	Sajal Srivastava
	Title:	President

[SIGNATURE PAGE TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT]

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Table of Exhibits and Schedules

Exhibit A	Form of Promissory Note
Exhibit B	Form of Advance Request
Exhibit C	Form of Certificate of Perfection
Exhibit D	Form of Certificate of Compliance
Exhibit E	Form of Joinder Agreement
Schedule 1	Indebtedness and Liens
Schedule 2	Schedule of Documents

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EXHIBIT A

FORM OF PLAIN ENGLISH GROWTH CAPITAL PROMISSORY NOTE

This is a Plain English Promissory Note dated             , 20     by and between TRIPLEPOINT CAPITAL LLC, as lender, and TINTRI, INC. a Delaware corporation, and any other Person that executes a Joinder Agreement to become a borrower under the Loan Agreement, as borrowers (the “Promissory Note”). The words “We”, “Us”, and “Our”, refer to TRIPLEPOINT CAPITAL LLC. Unless otherwise specified, the words “You” and “Your” refer to TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower under the Loan Agreement, and not any individual, and TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower under the Loan Agreement, shall be jointly and severally liable for any and all of Your agreements and obligations under this Promissory Note. The words “Parties” refers to each of and all of TRIPLEPOINT CAPITAL LLC, TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower under the Loan Agreement.

This Promissory Note is the Promissory Note referred to in, and is executed and delivered in connection with, the Plain English Growth Capital Loan and Security Agreement dated as of February 6, 2015, by and between the Parties, as the same may from time to time be amended, modified or supplemented in accordance with its terms (the “Loan Agreement”), and is entitled to the benefit and security of that Loan Agreement and the other documents executed in connection with all principal, interest, fees or other liabilities owed by You under the Loan Agreement and other Loan Documents (as defined in the Loan Agreement). All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

PROMISSORY NOTE INFORMATION
Facility Name	Facility Number	Promissory Note Number	Principal Amount
Growth Capital Loan Facility	0878-GC-0	0878-GC-0    -0	$
Payment Amount	Loan Term	Interest Rate	End of Term Payment
[Months 1-XX: $            ] [Months 1-XX: interest only; Months XX-XX: $            ]	months	[Prime Rate plus     %]	$[            %]
Interim Payment	Funding Date	First Payment Date	Maturity Date
$	, 20	, 20	, 20

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CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: Fax:	Sajal Srivastava, COO Tel: Fax: email:
Customer Name	Central Billing Address	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: Fax: N/A email:

FOR VALUE RECEIVED, Each of You, jointly and severally, hereby promise to pay to the order of TRIPLEPOINT CAPITAL LLC or the holder of this Promissory Note at 2755 Sand Hill Road, Ste. 150, Menlo Park, CA, 94025 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of         /100 Dollars ($        ) together with interest at      percent (    %) per annum from the date of this Promissory Note to maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and as set forth in the Loan Agreement. In addition on the Maturity Date, You will pay Us an amount equal to      percent (    %) of the principal amount of this Promissory Note that represents Your End of Term Payment. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing.

The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full.

You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.

You will not, directly or indirectly, use the proceeds of any Advance(s) under this Promissory Note, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Affiliate, joint venture partner or other Person, to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is the subject of any sanctions administered by OFAC, or in any other manner that would result in a violation of OFAC sanctions by any Person, including any Person participating in any capacity in any Advance(s) under this Promissory Note.

This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

BORROWERS

YOU:	TINTRI, INC.
Signature:
Print Name:
Title:

36

EXHIBIT B

ADVANCE REQUEST

To:	TriplePoint Capital LLC	Date:
	2755 Sand Hill Road Ste 150
	Menlo Park, CA 94025
	Attention: Customer Administrations
	Fax

TINTRI, INC. (“We” or “Us”), hereby request from TRIPLEPOINT CAPITAL LLC (“You”) an Advance in the amount of ($        ) on             ,          (at least five (5) Business Days from today) pursuant to the Plain English Growth Capital Loan and Security Agreement between the Parties (as amended, restated, modified or otherwise supplemented from time to time, the “Loan Agreement”).

We elect Advance Option:                     

We instruct You to please:

(a) Issue a check payable to Us         ¨

or

(b) Transfer Funds to our account     ¨

Bank:                                 

Address:                     

ABA Number:                     

Account Number:                     

Account Name:                     

We represent, warrant and certify that:

• For an Advance Request submitted after June 9, 2015, since the Closing Date, no event or circumstance has occurred or exists which individually or together with any other event or circumstance, has had or could reasonably be expected to have a Material Adverse Effect;

• The representations and warranties set forth in the Loan Agreement are and shall be true and correct in all material respects on and as of the date the requested Advance is funded with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case, those representations and warranties remain true and correct in all material respects as of such date), provided, however, that such materiality qualifiers shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof);

• We are in compliance with all covenants set forth in Section 12 of the Loan Agreement.

• We are in compliance with all the terms and provisions set forth in any document related to this Advance (including, without limitation, Sections 4 and 5 of the Loan Agreement);

• As of the date hereof and the date of the funding of the requested Advance, no Default or Event of Default has occurred and is continuing; and

• The Certificate of Perfection executed on             , 20    , is true and correct as of the date of this Advance Request. [Attach an updated Certificate of Perfection as needed and insert the date that the Certificate of Perfection was executed on].

37

Executed this      day of             ,          by:

YOU:	TINTRI, INC.
Signature:
Print Name:
Title:

[SIGNATURE PAGE TO ADVANCE REQUEST]

38

EXHIBIT C

FORM OF CERTIFICATE OF PERFECTION

This Certificate of Perfection shall reference that certain Plain English Growth Capital Loan and Security Agreement dated as of February 6, 2015, by and between TRIPLEPOINT CAPITAL LLC, TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower thereunder (the “Loan Agreement”). All terms not defined in this Certificate of Perfection shall have the same meanings as in the Loan Agreement. Pursuant to the terms of the Loan Agreement, each of TINTRI, INC., and any other Person that executes a Joinder Agreement to become a borrower under the Loan Agreement hereby certifies, represents and warrants the following as of the date set forth below the signature to this Certificate of Perfection:

1.	Our current names and organizational status are as follows:
	Name:
	Type of Organization:
	State of Organization:
	Organization File Number:
	Federal Employer Tax Identification Number:
	Name:
	Type of Organization:
	State of Organization:
	Organization File Number:
	Federal Employer Tax Identification Number:
2.	Five (5) years prior to the date of this Certificate of Perfection, We did not do business under any other name or organization or form except the following:
	Name:
	Type of Organization:
	State of Organization:
	Organization File Number:
	Federal Employer Tax Identification Number:
	Dates of Existence:
3.	Our fiscal year ends on         .

39

4.	Our current locations and the locations of all the Collateral are:
	Chief Executive Office:
	Principal Place of Business:
	Locations of Collateral:
5.	The following is a list of any and all of Our joint ventures and subsidiaries:
	Name:
	Type of Organization:
	State of Organization:
	Organization File Number:
	Federal Employer Tax Identification Number:
	Your Ownership Interest:
6.	We currently maintain Deposit Accounts, other accounts holding Investment Property owned by Us, and electronic accounts (such as PayPal or similar accounts) as follows:

Bank Name/Address Account Holder Name Account (Type & Number)

7.	We currently have the following commercial tort claims:                     .
8.	Attached is a current listing of all Patents, Patent Applications, Trademarks, Trademark Applications, Copyright Registrations, Copyright Applications for Registration and material inbound Licenses (other than entered into in the ordinary course of business and Licenses that are commercially generally available) of any of Us.

(Signature Page to Follow)

40

	TINTRI, INC.
Signature:
Print Name:
Title:
Date:

41

EXHIBIT D

CERTIFICATE OF COMPLIANCE

This Certificate of Compliance shall reference that certain Plain English Growth Capital Loan and Security Agreement dated as of February 6, 2015, by and between TRIPLEPOINT CAPITAL LLC, TINTRI, INC., any other Person that executes a Joinder Agreement to become a borrower thereunder (the “Loan Agreement”). All terms not defined in this Certificate of Compliance shall have the same meanings as in the Loan Agreement. Pursuant to the terms of the Loan Agreement, each of TINTRI, INC., any other Person that executes a Joinder Agreement to become a borrower under the Loan Agreement hereby certifies, the following as of the date set forth below the signature to this Certificate of Compliance:

• Each of Us is in compliance as of the date of this Certificate of Compliance with all required covenants in the Loan Agreement unless otherwise noted and attached to this Certificate of Compliance.

• Except as noted an attached disclosure schedule, as of the date of this Certificate of Compliance all representations and warranties in the Loan Agreement are true and correct in all material respects except to the extent such representations and warranties expressly relate to an earlier date (in which case, those representations and warranties remain true as of such date).

Disclosure schedule with respect to the representations and warranties in the Loan Agreement:

¨ None

¨ See attached

• Except as noted in an attached updated Certificate of Perfection, the Certificate of Perfection executed on             , 20    , is true and correct as of the date of this Certificate of Compliance.

Updated Certificate of Perfection:

¨ None

¨ See attached

	TINTRI, INC.
Signature:
Print Name:
Title:
Date:

42

EXHIBIT E

FORM OF JOINDER AGREEMENT

43

SCHEDULE 1

INDEBTEDNESS AND LIENS

Creditor	Type of Credit Facility	Security Interest/Lien Granted	Outstanding Amount
U.S. Bank Equipment Finance	Capital Lease	Financed Equipment	$	97,514.61
Cisco Systems Capital Corporation	Capital Lease	Financed Equipment	$	104,522.88
U.S. Bank Equipment Finance	Capital Lease	Financed Equipment	$	98,502.20
Key Equipment Finance, a division of KeyBank National Association	Capital Lease	Financed Equipment	$	68,521.19
Everbank Commercial Finance, Inc.	Capital Lease	Financed Equipment	$	162,780.64
Microsoft	Capital Lease	Financed Equipment	$	209,090.58
Teledyne Lecroy	Capital Lease	Financed Equipment	$	47,578.51

INVESTMENTS

• As of the Closing Date, (i) Tintri, Inc. is the 100% owner of Tintri International, Inc., Tintri (UK) Limited and Tintri Japan, G.K., (ii) Tintri International, Inc. is the 100% owner of Tintri (Ireland) International Ltd. and (iii) Tintri (Ireland) International Ltd. is the 100% owner of Tintri (Ireland) Ltd.

TAXES

• Tintri, Inc. is analyzing whether it may have potential state sales and use tax liabilities in certain states. Tintri, Inc. is also analyzing whether it may have potential state income tax liabilities in California and a few other states but expects that any such liabilities shall not be significant because Tintri has been incurring losses.

44

SCHEDULE 2

(SCHEDULE OF DOCUMENTS)

45

FIRST AMENDMENT TO

PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT

This is a FIRST AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of March 10, 2016 (the “Amendment”) by and between TINTRI, INC., a Delaware corporation (“Borrower”), and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company (“Lender”).

RECITALS

A.         This Amendment is executed and delivered in connection with the Plain English Growth Capital Loan and Security Agreement dated as of February 6, 2015, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), pursuant to which Lender agreed to provide financial accommodations to or for the benefit of Borrower upon the terms and conditions contained in the Loan Agreement. All capitalized terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

B.         In connection with the Loan Agreement, Borrower has made certain Advances to Borrower which are evidenced by the following Promissory Notes executed by Borrower in favor of Lender (i) Plain English Promissory Note 0878-GC-01-01 dated February 6, 2015 (“Note #1”), (ii) Plain English Promissory Note 0878-GC-01-02 dated February 6, 2015 (“Note #2”) and (iii) Plain English Promissory Note 0878-GC-01-03 dated May 27, 2015 (“Note #3” and collectively with Note #1, the “Notes” ).

C.         Borrower has requested that certain provisions of the Loan Agreement be amended, and Lender is willing to amend the Loan Agreement on the terms and conditions set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower and Lender agree as follows:

1. RATIFICATION; LOAN DOCUMENTS REMAIN IN FULL FORCE AND EFFECT

Borrower hereby acknowledges, confirms and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Loan Agreement and the other Loan Documents, as modified by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Agreement or any other Loan Document, as in effect prior to the date hereof.

Borrower acknowledges that the aggregate principal amount due and owing under the Loan Agreement and Notes, exclusive of fees, costs, the End of Term Payment and other expenses, as of February 29, 2016 (after giving effect to the February 1, 2016 payments), was $35,000,000.00 (the “Outstanding Loan Debt”). Borrower irrevocably and unconditionally acknowledges that the Loan Agreement, the Notes, the Loan Documents, the Excluded Agreements and all other documents or instruments executed in connection therewith are in full force and effect and constitute the valid, legal and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower has no defenses, offsets, counterclaims or deductions to all or any portion of the Secured Obligations, including Borrower’s obligation to repay the Outstanding Loan Debt, and, to the extent any such defenses, offsets, counterclaims or deductions against Lender exist as of the date of this Agreement, with or without Borrower’s knowledge, they are hereby forever waived and released by Borrower.

2. AMENDMENTS TO LOAN AGREEMENT

A.    Amendment to Payment Obligations. Notwithstanding anything in the Loan Agreement to the contrary, effective as of the date in which Borrower satisfies all Conditions To Effectiveness herein (“Effective Date”):

• The principal amount outstanding under the Notes will bear interest, and be deemed to have been bearing interest at all times from and after March 1, 2016, at a rate of interest equal to ten percent (10%) per annum, subject to the Reduction Milestone.

• At all times from and after March 1, 2016, amounts outstanding under the Notes shall be repaid according to the revised amortization schedules (each an Amortization Schedule, collectively, the “Revised Amortization Schedules”) affixed to the Amended and Restated Promissory Notes which are attached hereto as Exhibit 1, (“AR Note #1”), Exhibit 2, (“AR Note #2”), Exhibit 3, (“AR Note #3” and together with AR Note # 1 the “First Amended and Restated Notes”), which First Amended and Restated Notes shall amend and restate the Notes. The Revised Amortization Schedules set forth monthly payments of interest only through August 31, 2017, and a payment of all outstanding principal and accrued and unpaid interest remaining on the Revised Maturity Date (as defined below).

• The Maturity Date under the Notes shall be extended until August 31, 2017 (“Revised Maturity Date”).

• On the Revised Maturity Date of the First Amended and Restated Notes, in addition to the regularly scheduled payments of principal and interest and Initial End of Term Payments (set forth in each of the First Amended and Restated Notes), Borrower shall pay to Lender an additional end of term payment for each of the First Amended and Restated Notes as follows, as further set forth in the First Amended and Restated Notes (the “Additional End of Term Payments”):

^¡  AR Note #1: $125,000;

^¡  AR Note #2: $125,000; and

^¡  AR Note #3: $187,500

• So long as no Default, or Event of Default has occurred and is continuing and Borrower has provided to Lender, written evidence satisfactory to Lender (as set forth in the paragraph “Milestone Confirmation” below) that Borrower has achieved the Reduction Milestone, then upon Lender’s confirmation of the satisfaction of such Reduction Milestone the Interest Rate under the First Amended and Restated Notes shall be modified commencing on the date of the next scheduled monthly payment and at all times thereafter, a rate equal nine and one half percent (9.50%) per annum, and the Additional End of Term Payments will be reduced to the following (the “Revised Additional End of Term Payments”):

^¡  AR Note #1: $100,000;

^¡  AR Note #2: $100,000; and

^¡  AR Note #3: $150,000

• Milestone Confirmation. Borrower shall deliver to Lender, if achieved, written notice of Company’s completion of the Reduction Milestone. Such notice must include supporting documentation satisfactory to Lender that such milestone has been completed. If Borrower fails to provide such notice, the First Amended and Restated Notes shall continue to be payable in accordance with their terms.

B.    DEFINITIONS: Section 21 is hereby amended by adding the following definitions in alphabetical order:

“First Amendment Closing Date” means March 10, 2016.

“Reduction Milestone” means You have after the First Amendment Closing Date either (i) issued and sold additional shares of Your preferred stock for aggregate gross cash proceeds of at least $75,000,000 (excluding amounts received upon conversion and cancellation of indebtedness) or (ii) consummated Your initial public offering in which You received gross cash proceeds of at least $75,000,000.

C.    EXHIBITS: Exhibit 1, Exhibit 2 and Exhibit 3 attached hereto, shall be incorporated into and become a part of the Loan Agreement.

3. CONDITIONS TO EFFECTIVENESS

• Receipt by Lender of copies of this Amendment, duly executed by Borrower and Lender;

• Receipt by Lender of the First Amendment to Plain English Intellectual Property Security Agreement of even date as this Amendment;

• Receipt by Lender of an Amendment Fee equal to $12,500;

2

• Receipt by Lender of all reasonable legal and professional fees associated with this Amendment;

• Receipt by Lender of a Certificate of Secretary regarding resolutions and incumbency;

• Receipt by Lender of certified copy of Certificate of Incorporation and By-Laws as amended through the date of this Amendment;

• Receipt by Lender of a Consent Agreement from Silicon Valley Bank acknowledging and consenting to the terms of this Amendment;

• The absence of any Default or Event of Default; and

• Such other documents as We may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that the representations and warranties contained in the Loan Agreement were true and correct in all material respects when made and, except to the extent (a) that a particular representation or warranty by its terms expressly applies only to an earlier date or (b) set forth in a Schedule of Exceptions attached hereto, if any, are true and correct in all material respects as of the date of this Amendment. Borrower further represents and warrants that there are no Defaults or Events of Default that have occurred and are continuing as of the date of this Amendment.

5. MISCELLANEOUS

• Entire Agreement. The terms and conditions of this Amendment shall be incorporated by reference in the Loan Agreement as though set forth in full in the Loan Agreement. In the event of any inconsistency between the provisions of this Amendment and any other provision of the Loan Agreement, the terms and provisions of this Amendment shall govern and control. Except to the extent specifically amended or superseded by the terms of this Amendment, all of the provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect to the extent in effect on the date of this Amendment. The Loan Agreement, as modified by this Amendment, together with the other Loan Documents, constitutes the complete agreement among the parties and supersedes any prior written or oral agreements, writings, communications or understandings of the parties with respect to the subject matter the Loan Agreement.

• Headings. Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment, and are not to be taken into consideration in interpreting this Amendment.

• Recitals. The recitals set forth at the beginning of this Amendment are true and correct, and such recitals are incorporated into and are a part of this Amendment.

• Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws.

• Effect. Upon the effectiveness of this Amendment, from and after the date of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import shall mean and be a reference to the Loan Agreement as amended by this Amendment and each reference in the other Loan Documents to the Loan Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Loan Agreement as amended by this Amendment.

• No Novation. Except as expressly provided in Section 2 above, the execution, delivery, and effectiveness of this Amendment shall not (a) limit, impair, constitute a waiver of, or otherwise affect any right, power, or remedy of Lender under the Loan Agreement or any other Loan Document, (b) constitute a waiver of any provision in the Loan Agreement or in any of the other Loan Documents, or (c) alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

3

• No Construction Against Drafter. This Amendment is the result of negotiations between Borrower and Lender, has (to the extent deemed necessary by each party) been reviewed by their respective counsel, and is the product of the efforts of all parties. Lender’s involvement in the preparation of this Amendment is for the convenience of all parties and the parties agree that the terms of this Amendment shall not be construed against Lender solely by virtue of such preparation.

• No Other Waivers; Reservation of Rights. Lender has not waived and is not by this Agreement waiving, any Events of Default which may exist or be continuing on the Amendment Closing Date or any Events of Default which may occur after the Amendment Closing Date. Lender reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Loan Documents as a result of any Events of Default that may be continuing on the Amendment Closing Date or any Event of Default that may occur after the Amendment Closing Date, and Lender has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

• Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all such counterparts together constitute one and the same instrument.

• Signatures. This Agreement and any Promissory Note may be executed and delivered by facsimile or transmitted electronically in either Tagged Image Format Files (“TIFF”) or Portable Document Format (“PDF”) and, upon such delivery, the facsimile, TIFF or PDF signature, as applicable, will be deemed to have the same effect as if the original signature had been delivered to the other party.

• Perfection Certificate. Borrower confirms that the Certificate of Perfection dated January 11, 2016, delivered by Borrower to Lender in connection with the Certificate of Compliance of even date, is true and correct as of the date hereof.

[SIGNATURE PAGE TO FOLLOW]

4

IN WITNESS WHEREOF, The Parties have executed and delivered this Amendment as of the day and year first above written.

BORROWER:	You:	TINTRI, INC.
	Signature:	/s/ Ian Halifax
	Print Name:	Ian Halifax
	Title:	Chief Financial Officer
Accepted in Menlo Park, California:
LENDER:	Us:	TRIPLEPOINT CAPITAL LLC
	Signature:	/s/ Jim Labe
	Print Name:	Jim Labe
	Title:	CEO

[SIGNATURE PAGE TO FIRST AMENDMENT TO

PLAIN ENGLISH GROWTH CAPITAL LOAN and SECURITY AGREEMENT]

5

EXHIBIT 1

AMENDED AND RESTATED PLAIN ENGLISH PROMISSORY NOTE

This is an Amended and Restated Plain English Promissory Note dated March 10, 2016, by and between TRIPLEPOINT CAPITAL LLC, as lender, and TINTRI, INC., a Delaware corporation, as borrower (this “Promissory Note”). The words “We”, “Us”, and “Our”, refer to TRIPLEPOINT CAPITAL LLC. The words “You” and “Your” refer to TINTRI, INC., and not any individual. The words “Parties” refers to both, TRIPLEPOINT CAPITAL LLC AND TINTRI, INC.

RECITALS

A.    On February 6, 2015, You and We entered into that certain Plain English Growth Capital Loan and Security Agreement, as amended by the First Amendment to Plain English Growth Capital Loan and Security Agreement dated as of the date hereof (as the same may be amended, modified or supplemented in accordance with its terms from time to time, the “Loan Agreement”) pursuant to which We have provided growth capital loans. Unless otherwise defined herein, capitalized terms defined in the Loan Agreement shall be applied in this Promissory Note as defined in the Loan Agreement.

B.    On February 6, 2015, You executed Plain English Promissory Note 0878-GC-01-01, in the original principal amount of $10,000,000 (the “Original Promissory Note”).

C.    You have requested the Original Promissory Note be amended and restated to provide for an extension to the interest only period and the total loan term and other purposes permitted under the Loan Agreement, and We are willing to do so in accordance with the terms and conditions of the Loan Agreement and this Promissory Note.

AMENDED AND RESTATED PROMISSORY NOTE INFORMATION
Facility Name	Facility Number	Promissory Note Number	Principal Amount
Growth Capital Loan Facility	0878-GC-01	0878-GC-01-01	$10,000,000
Payment Amount	Loan Term	Interest Rate	End of Term Payment
Months 1-30: Interest only payments Maturity Date: $10,000,000	30 months	Months 1-12: 7% Months 13-30: 10%, subject to the adjustment as set forth in the Loan Agreement	Initial End of Term Payment: $350,000 Additional End of Term: Payment: $125,000, subject to the adjustment as set forth in the Loan Agreement
Interim Payment	Funding Date	First Payment Date	Maturity Date
$44,722.12	February 6, 2015	March 1, 2015	August 31, 2017

CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: Fax:	Sajal Srivastava, President Tel: Fax: email:
Customer Name	Central Billing Address	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: Fax: email:

FOR VALUE RECEIVED, You hereby promise to pay to the order of TRIPLEPOINT CAPITAL LLC or the holder of this Promissory Note at 2755 Sand Hill Road, Ste. 150, Menlo Park, CA, 94025 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million and No/100 Dollars ($10,000,000.00) together with interest at seven percent (7.00%) per annum from the Funding Date through February 29, 2016, and ten percent (10.00%) thereafter, subject to adjustment as set forth in the Loan Agreement, and through the maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and the attached amortization schedule. In addition to Your final payment, You will pay Us the End of Term Payment stated on page 1 of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing.

The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full.

This Promissory Note is the “Promissory Note” referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of that Loan Agreement and the other documents executed in connection with all principal, interest, fees or other liabilities owed by You to Us. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.

The parties hereby acknowledge and agree that: (i) this Promissory Note shall amend, restate and supersede in its entirety the Original Promissory Note; (ii) nothing contained in this Note shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute an accord and satisfaction or a novation in respect of, any of Your obligations, liabilities and indebtedness evidenced by or arising under the Original Promissory Note or under the Loan Agreement; (iii) the Collateral will continue to secure the Secured Obligations under this Promissory Note, the Loan Agreement and the other Loan Documents; and (iv) the amounts in respect of interest, fees and other amounts payable by You to Us under the Original Promissory Note and the Loan Agreement shall be calculated in accordance with the provisions of (A) the Original Promissory Note with respect to any period (or portion thereof) ending prior to March 1, 2016 (provided that, for the avoidance of doubt, on February 29, 2016, You were not required to repay the principal amount outstanding or the End of Term Payment as set forth in the Original Promissory Note) and (B) this Promissory Note with respect to any period (or portion thereof) commencing on and after March 1, 2016.

This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

YOU:	TINTRI, INC.
Signature:
Print Name:	Ian Halifax
Title:	Chief Financial Officer

EXHIBIT 2

AMENDED AND RESTATED PLAIN ENGLISH PROMISSORY NOTE

This is an Amended and Restated Plain English Promissory Note dated March 10, 2016, by and between TRIPLEPOINT CAPITAL LLC, as lender, and TINTRI, INC., a Delaware corporation, as borrower (this “Promissory Note”). The words “We”, “Us”, and “Our”, refer to TRIPLEPOINT CAPITAL LLC. The words “You” and “Your” refer to TINTRI, INC., and not any individual. The words “Parties” refers to both, TRIPLEPOINT CAPITAL LLC AND TINTRI, INC.

RECITALS

A.    On February 6, 2015, You and We entered into that certain Plain English Growth Capital Loan and Security Agreement, as amended by the First Amendment to Plain English Growth Capital Loan and Security Agreement dated as of the date hereof (as the same may be amended, modified or supplemented in accordance with its terms from time to time, the “Loan Agreement”) pursuant to which We have provided growth capital loans. Unless otherwise defined herein, capitalized terms defined in the Loan Agreement shall be applied in this Promissory Note as defined in the Loan Agreement.

B.    On February 6, 2015, You executed Plain English Promissory Note 0878-GC-01-02, in the original principal amount of $10,000,000 (the “Original Promissory Note”).

C.    You have requested the Original Promissory Note be amended and restated to provide for an extension to the interest only period and the total loan term and other purposes permitted under the Loan Agreement, and We are willing to do so in accordance with the terms and conditions of the Loan Agreement and this Promissory Note.

AMENDED AND RESTATED PROMISSORY NOTE INFORMATION
Facility Name	Facility Number	Promissory Note Number	Principal Amount
Growth Capital Loan Facility	0878-GC-01	0878-GC-01-02	$10,000,000
Payment Amount	Loan Term	Interest Rate	End of Term Payment
Months 1-30: Interest only payments Maturity Date: $10,000,000	30 months	Months 1-12: 7% Months 13-30: 10%, subject to the adjustment as set forth in the Loan Agreement	Initial End of Term Payment: $350,000 Additional End of Term: Payment: $125,000, subject to the adjustment as set forth in the Loan Agreement
Interim Payment	Funding Date	First Payment Date	Maturity Date
$44,722.12	February 6, 2015	March 1, 2015	August 31, 2017

CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: Fax:	Sajal Srivastava, President Tel: Fax: email:
Customer Name	Central Billing Address	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: Fax: email:

FOR VALUE RECEIVED, You hereby promise to pay to the order of TRIPLEPOINT CAPITAL LLC or the holder of this Promissory Note at 2755 Sand Hill Road, Ste. 150, Menlo Park, CA, 94025 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million and No/100 Dollars ($10,000,000.00) together with interest at seven percent (7.00%) per annum from the Funding Date through February 29, 2016, and ten percent (10.00%) thereafter, subject to adjustment as set forth in the Loan Agreement, and through the maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and the attached amortization schedule. In addition to Your final payment, You will pay Us the End of Term Payment stated on page 1 of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing.

The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full.

This Promissory Note is the “Promissory Note” referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of that Loan Agreement and the other documents executed in connection with all principal, interest, fees or other liabilities owed by You to Us. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.

The parties hereby acknowledge and agree that: (i) this Promissory Note shall amend, restate and supersede in its entirety the Original Promissory Note; (ii) nothing contained in this Note shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute an accord and satisfaction or a novation in respect of, any of Your obligations, liabilities and indebtedness evidenced by or arising under the Original Promissory Note or under the Loan Agreement; (iii) the Collateral will continue to secure the Secured Obligations under this Promissory Note, the Loan Agreement and the other Loan Documents; and (iv) the amounts in respect of interest, fees and other amounts payable by You to Us under the Original Promissory Note and the Loan Agreement shall be calculated in accordance with the provisions of (A) the Original Promissory Note with respect to any period (or portion thereof) ending prior to March 1, 2016 (provided that, for the avoidance of doubt, on February 29, 2016, You were not required to repay the principal amount outstanding or the End of Term Payment as set forth in the Original Promissory Note) and (B) this Promissory Note with respect to any period (or portion thereof) commencing on and after March 1, 2016.

This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

YOU:	TINTRI, INC.
Signature:
Print Name:	Ian Halifax
Title:	Chief Financial Officer

EXHIBIT 3

AMENDED AND RESTATED PLAIN ENGLISH PROMISSORY NOTE

This is an Amended and Restated Plain English Promissory Note dated March 10, 2016, by and between TRIPLEPOINT CAPITAL LLC, as lender, and TINTRI, INC., a Delaware corporation, as borrower (this “Promissory Note”). The words “We”, “Us”, and “Our”, refer to TRIPLEPOINT CAPITAL LLC. The words “You” and “Your” refer to TINTRI, INC., and not any individual. The words “Parties” refers to both, TRIPLEPOINT CAPITAL LLC AND TINTRI, INC.

RECITALS

A.    On February 6, 2015, You and We entered into that certain Plain English Growth Capital Loan and Security Agreement, as amended by the First Amendment to Plain English Growth Capital Loan and Security Agreement dated as of the date hereof (as the same may be amended, modified or supplemented in accordance with its terms from time to time, the “Loan Agreement”) pursuant to which We have provided growth capital loans. Unless otherwise defined herein, capitalized terms defined in the Loan Agreement shall be applied in this Promissory Note as defined in the Loan Agreement.

B.    On May 27, 2015, You executed Plain English Promissory Note 0878-GC-01-03, in the original principal amount of $15,000,000 (the “Original Promissory Note”).

C.    You have requested the Original Promissory Note be amended and restated to provide for an extension to the interest only period and the total loan term and other purposes permitted under the Loan Agreement, and We are willing to do so in accordance with the terms and conditions of the Loan Agreement and this Promissory Note.

AMENDED AND RESTATED PROMISSORY NOTE INFORMATION
Facility Name	Facility Number	Promissory Note Number	Principal Amount
Growth Capital Loan Facility	0878-GC-01	0878-GC-01-03	$15,000,000
Payment Amount	Loan Term	Interest Rate	End of Term Payment
Months 1-27: Interest only payments Maturity Date: $15,000,000	27 months	Months 1-9: 7.75% Months 10-27: 10%, subject to the adjustment as set forth in the Loan Agreement	Initial End of Term Payment: $862,500 Additional End of Term: Payment: $187,500, subject to the adjustment as set forth in the Loan Agreement
Interim Payment	Funding Date	First Payment Date	Maturity Date
None	June 1, 2015	June 1, 2015	August 31, 2017

CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: Fax:	Sajal Srivastava, President Tel: Fax: email:
Customer Name	Central Billing Address	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: Fax: email:

FOR VALUE RECEIVED, You hereby promise to pay to the order of TRIPLEPOINT CAPITAL LLC or the holder of this Promissory Note at 2755 Sand Hill Road, Ste. 150, Menlo Park, CA, 94025 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) together with interest at seven and three quarters percent (7.75%) per annum from the Funding Date through February 29, 2016, and ten percent (10.00%) thereafter, subject to adjustment as set forth in the Loan Agreement, and through the maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and the attached amortization schedule. In addition to Your final payment, You will pay Us the End of Term Payment stated on page 1 of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing.

The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full.

This Promissory Note is the “Promissory Note” referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of that Loan Agreement and the other documents executed in connection with all principal, interest, fees or other liabilities owed by You to Us. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.

The parties hereby acknowledge and agree that: (i) this Promissory Note shall amend, restate and supersede in its entirety the Original Promissory Note; (ii) nothing contained in this Note shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute an accord and satisfaction or a novation in respect of, any of Your obligations, liabilities and indebtedness evidenced by or arising under the Original Promissory Note or under the Loan Agreement; (iii) the Collateral will continue to secure the Secured Obligations under this Promissory Note, the Loan Agreement and the other Loan Documents; and (iv) the amounts in respect of interest, fees and other amounts payable by You to Us under the Original Promissory Note and the Loan Agreement shall be calculated in accordance with the provisions of (A) the Original Promissory Note with respect to any period (or portion thereof) ending prior to March 1, 2016 and (B) this Promissory Note with respect to any period (or portion thereof) commencing on and after March 1, 2016.

This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

YOU:	TINTRI, INC.
Signature:
Print Name:	Ian Halifax
Title:	Chief Financial Officer

SECOND AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT

This is a SECOND AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN AND SECURITY AGREEMENT dated as of February 24, 2017 (the “Amendment”) by and between TINTRI, INC., a Delaware corporation (“Borrower”), and TRIPLEPOINT CAPITAL LLC, a Delaware limited liability company (“Lender”).

RECITALS

A.    This Amendment is executed and delivered in connection with the Plain English Growth Capital Loan and Security Agreement dated as of February 6, 2015, by and between Borrower and Lender, as amended by the First Amendment to Plain English Growth Capital Loan and Security Agreement dated as of March 10, 2016 (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), pursuant to which Lender agreed to provide financial accommodations to or for the benefit of Borrower upon the terms and conditions contained in the Loan Agreement. All capitalized terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

B.     In connection with the Loan Agreement, Borrower has made certain Advances to Borrower which are evidenced by the following Promissory Notes executed by Borrower in favor of Lender (i) Amended and Restated Plain English Promissory Note 0878-GC-01-01, dated March 10, 2016 (“Note #1”), (ii) Amended and Restated Plain English Promissory Note 0878-GC-01-02, dated March 10, 2016 (“Note #2”) and (iii) Amended and Restated Plain English Promissory Note 0878-GC-01-03, dated March 10, 2016 (“Note #3” and collectively, with Note #1 and Note #2, the “ Part 1 Notes”).

C.    Borrower has requested that additional amounts be made available and certain provisions of the Loan Agreement be amended, and Lender is willing to amend the Loan Agreement on the terms and conditions set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower and Lender agree as follows:

1. RATIFICATION; LOAN DOCUMENTS REMAIN IN FULL FORCE AND EFFECT

Borrower hereby acknowledges, confirms and ratifies all of the terms and conditions set forth in, and all of its obligations under, the Loan Agreement and the other Loan Documents, as modified by this Amendment. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Lender under the Loan Agreement or any other Loan Document, as in effect prior to the date hereof.

Borrower acknowledges that the aggregate principal amount due and owing under the Part 1 Notes, exclusive of fees, costs, the End of Term Payment and other expenses, as of February 24, 2017 (after giving effect to the February 1, 2017 payments), was $35,000,000.00 (the “Outstanding Loan Debt”). Borrower irrevocably and unconditionally acknowledges that the Loan Agreement, the Part 1 Notes, the Loan Documents, the Excluded Agreements and all other documents or instruments executed in connection therewith are in full force and effect and constitute the valid, legal and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower has no defenses, offsets, counterclaims or deductions to all or any portion of the Secured Obligations, including Borrower’s obligation to repay the Outstanding Loan Debt, and, to the extent any such defenses, offsets, counterclaims or deductions against Lender exist as of the date of this Agreement, with or without Borrower’s knowledge, they are hereby forever waived and released by Borrower.

Amendment_to_GC_Loan

2. AMENDMENTS TO LOAN AGREEMENT

A.    Provided that the conditions in this Amendment and Sections 4 and 5 of the Loan Agreement are met, Lender will lend to Borrower the Part 2 Commitment Amount, Part 3 Commitment Amount and Part 4 Commitment Amount as reflected in this Amendment and Borrower agrees to use such proceeds to finance any of Borrower’s general corporate needs. Lender will lend to Borrower Advances in minimum amounts as set forth in this Amendment up to a maximum of the Commitment Amounts as provided below. The following tables amend and restate the corresponding tables in the Loan Agreement in their entirety:

GROWTH CAPITAL LOAN FACILITY INFORMATION
Facility Number	Commitment Amount	Minimum Advance Amount
Part 1: 0878-GC-01	Part 1: $35,000,000	None
Part 2: 0878-GC-02	Part 2: $15,000,000, available upon
Part 3: 0878-GC-03	completion of the Part 2 Milestone
Part 4: 0878-GC-04	Part 3: $10,000,000 available (i)
	upon completion of the Part 3
	Milestone and (ii) Upon Request and
	Additional Approval
	Part 4: $10,000,000 available Upon
	Request and Additional Approval
	and execution of a warrant
	agreement in substantially the form
	as the Part 2 Warrant Agreement
Availability Period	Loan Term	Interest Rate
Part 1: January 1, 2015 through June	Part 1: See Table of Terms “Advance	Part 1: See Table of Terms
30, 2016 (the “Initial Availability	Options”.	“Advance Options”.
Period”)
Part 2: Upon Your completion of the Part 2 Milestone and through September 30, 2017	Part 2: 24 Months (Months 1-24 interest only, with remaining principal due at the end of the Loan Term)	Part 2: Prime Rate plus 5.25% Part 3: Prime Rate plus 5.25%
		Part 4: To be determined
Part 3: Upon availability of the Part 3	Part 3: 24 Months (Months 1-24 interest only, with remaining principal due at the end of the Loan Term)
Commitment Amount and through		(Prime Rate as published in the Wall Street Journal the day before any Advance is funded, however, in no event shall the Prime Rate be less than 3.50%)
September 30, 2017
Part 4: To be determined
	Part 4: To be determined
Security Interest	End Of Term Payment	Facility Fee
First priority security interest in all Collateral (subject to Permitted Liens that are specifically designated as being senior in priority)	Part 1: See Table of Terms “Advance Options”.	Part 1: $437,500 due on January 1,
		2015
	Part 2: 8.25% of each Advance	Part 2: $187,500 due on the Second
		Amendment Closing Date
	Part 3: 8.25% of each Advance	Part 3: $125,000 due on the availability of the Part 3 Commitment Amount
	Part 4: To be determined
		Part 4: To be determined

Amendment_to_GC_Loan 2

B.    Part 1 Commitment Amount. The Parties acknowledge that the Part 1 Commitment Amount has previously been advanced in full and the Part 1 Commitment Amount is no longer available. Further, the Parties acknowledge that the Part 1 Facility Fee has previously been received in full.

C.    Amendment to Part 1 Commitment Amount Payment Obligations. Notwithstanding anything in the Loan Agreement to the contrary, effective as of the date in which Borrower satisfies all Conditions To Effectiveness herein (“Effective Date”):

• At all times from and after February 24, 2017, amounts outstanding under the Part 1 Notes shall be repaid according to the revised amortization schedules (each an Amortization Schedule, collectively, the “Revised Amortization Schedules”) affixed to the Second Amended and Restated Promissory Notes which are attached hereto as Exhibit 1, (“AR Note #1”), Exhibit 2, (“AR Note #2”), and Exhibit 3, (“AR Note #3” and together with AR Note # 1 and AR Note #2, the “Second Amended and Restated Notes”), which Second Amended and Restated Notes shall amend and restate the Part 1 Notes. The Revised Amortization Schedules set forth monthly payments of interest only through August 31, 2018, and a payment of all outstanding principal and accrued and unpaid interest remaining on the Revised Maturity Date (as defined below).

• The Maturity Date under the Second Amended and Restated Notes shall be August 31, 2018 (the “Revised Maturity Date”).

• On the Revised Maturity Date of the Second Amended and Restated Notes, in addition to the regularly scheduled payments of principal and interest, the Initial End of Term Payments and the Additional End of Term Payments (set forth in each of the Second Amended and Restated Notes), Borrower shall pay to Lender an additional end of term payment for each of the Part 1 Notes as follows, as further set forth in the Second Amended and Restated Notes (the “Second Additional End of Term Payments”):

• AR Note #1: $600,000;

• AR Note #2: $600,000; and

• AR Note #3: $900,000

• Reduction Milestone. The Parties agree that the Reduction Milestone and economic options related thereto are removed from the Loan Agreement in their entirety.

• Part 2 Milestone and Part 3 Milestone. Borrower shall deliver to Lender, if achieved, written notice of Company’s completion of the Part 2 Milestone and/or Part 3 Milestone, as applicable. Such notice must include supporting documentation satisfactory to Lender that such milestone has been completed. Borrower and lender confirm that the Borrower has completed the Part 2 Milestone.

D.    HOW AND WHAT WILL YOU PAY US: Section 9 is hereby amended by adding the following at the end of Section 9:

Part 1 Extension Fee. $25,000 shall be due on the Second Amendment Closing Date (the “Part 1 Extension Fee”).

Part 2, Part 3, Part 4 Prepayment Fee. For Advances made under the Part 2, Part 3 or Part 4 Commitment Amounts, a prepayment premium (“Prepayment Fee”) shall be payable as follows:

(a)    If prepaid 1-20 months following the date in which such Promissory Note was given: 1.00% of the outstanding principal balance owing under such Promissory Note; and

(b)    If prepaid after 20 months, no prepayment premium shall be due.

Re-Borrowing. Advances made under the Part 2, Part 3 or Part 4 Commitment Amount which are repaid, may not be re-borrowed.

E.    DEFINITIONS: Section 21 is hereby amended by deleting the definition of “Reduction Milestone”, amending and restating the definitions of “Permitted Indebtedness” and “Working Capital Loan Facility” as set forth below and by adding the definitions of “Fiscal Year”, “Part 2 Milestone”, “Part 3 Milestone” and “Second Amendment Closing Date” in correct alphabetical order:

“Fiscal Year” means Your fiscal year which commences on February 1^st and ends on January 31^st. For the avoidance of doubt, Fiscal Year 2017 commenced on February 1, 2016 and will end on January 31, 2017.

Amendment_to_GC_Loan 3

“Part 2 Milestone” means You have (i) achieved bookings for the fourth quarter of Fiscal Year 2017 as set forth in the Supplemental Disclosure Letter and (ii) have Cash, cash equivalents and investments on hand at the end of Fiscal Year 2017 as set forth in the Supplemental Disclosure Letter.

“Part 3 Milestone” means You have achieved bookings for the first half of Fiscal Year 2018 as set forth in the Supplemental Disclosure Letter.

“Permitted Indebtedness” means (a) Indebtedness of any of You in favor of Us; (b) Indebtedness existing at the Closing Date and disclosed on Schedule 1; (c) Indebtedness to trade creditors, including, without limitation, for the acquisition of services, supplies or inventory in the ordinary course of business; (d) Indebtedness under the Working Capital Loan Facility so long as the aggregate outstanding amount thereof does not at any time exceed the principal amount of Twenty Million Dollars ($20,000,000) of which no more than $10,000,000 may be in the form of non-formula loans; provided the total aggregate amount outstanding may be increased after six months from the First Amendment Closing Date in our sole discretion, subject to a Working Capital Intercreditor Agreement acceptable to Us in Our sole reasonable discretion; (e) Subordinated Indebtedness, (f) Indebtedness incurred as a result of endorsing negotiable instruments received in the ordinary course of business; (g) Indebtedness with respect to surety bonds and similar obligations incurred in the ordinary course of business; (h) Indebtedness consisting of intercompany journal entries made in connection cost sharing or transfer pricing transactions provided that all such transactions are cashless; (i) Indebtedness not to exceed One Million Dollars ($1,000,000) in the aggregate incurred during the term hereof, secured by a Lien described in clauses (x) and (xi) of the defined term “Permitted Liens”; provided that such Indebtedness does not exceed the purchase price of the specific Equipment financed with such Indebtedness; (j) Indebtedness permitted under clauses (i) and (m) of the definition of Permitted Investments; (k) Indebtedness consisting of interest rate, currency, or commodity swap agreements, interest rate cap or collar agreements or arrangements entered into in the ordinary course of business and designated to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices; and (l) extensions, refinancings, modifications, amendments and restatements of any item of Permitted Indebtedness (a) though (g) above, provided that the principal amount thereof is not increased.

“Working Capital Loan Facility” means a revolving line of credit pursuant to either (a) that certain Loan and Security Agreement by and between You and Silicon Valley Bank, dated May 14, 2013 (as amended, modified, restated, replaced or supplemented from time to time) or (b) in the event the Loan and Security Agreement by and between You and Silicon Valley Bank is terminated, a replacement accounts receivable borrowing base formula line of credit between You and another Working Capital Lender that is subject to a Working Capital Intercreditor Agreement and is on terms not less favorable in any material respect to Us.

“Second Amendment Closing Date” means February 24, 2017.

F.    EXHIBITS: Exhibit 1, Exhibit 2 and Exhibit 3 attached hereto, shall be incorporated into and become a part of the Loan Agreement.

3. CONDITIONS TO EFFECTIVENESS

• Receipt by Lender of copies of this Amendment, duly executed by Borrower and Lender;

• Receipt by Lender of the Second Amendment to Plain English Intellectual Property Security Agreement of even date as this Amendment;

• Receipt by Lender the duly executed Plain English Warrant Agreement 0878-W-02 dated of even date herewith;

• Receipt by Lender of the duly executed Certificate of Perfection dated of even date herewith;

• Receipt by Lender of the duly executed Second Amended and Restated Notes of even date herewith;

• Receipt by Lender of the duly executed Amendment to Subordination Agreement from Silicon Valley Bank;

• Receipt by Lender of the Part 1 Extension Fee equal to $25,000;

• Receipt by Lender of the Part 2 Facility Fee Equal to $187,500;

• Receipt by Lender of all reasonable legal and professional fees associated with this Amendment and the related documents;

• Receipt by Lender of a Certificate of Secretary regarding resolutions and incumbency;

Amendment_to_GC_Loan 4

• Receipt by Lender of certified copy of Certificate of Incorporation and By-Laws as amended through the date of this Amendment;

• The absence of any Default or Event of Default; and

• Such other documents as We may reasonably request.

4. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that the representations and warranties contained in the Loan Agreement were true and correct in all material respects when made and, except to the extent (a) that a particular representation or warranty by its terms expressly applies only to an earlier date or (b) set forth in a Schedule of Exceptions attached hereto, if any, are true and correct in all material respects as of the date of this Amendment. Borrower further represents and warrants that there are no Defaults or Events of Default that have occurred and are continuing as of the date of this Amendment.

5. MISCELLANEOUS

• Entire Agreement. The terms and conditions of this Amendment shall be incorporated by reference in the Loan Agreement as though set forth in full in the Loan Agreement. In the event of any inconsistency between the provisions of this Amendment and any other provision of the Loan Agreement, the terms and provisions of this Amendment shall govern and control. Except to the extent specifically amended or superseded by the terms of this Amendment, all of the provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect to the extent in effect on the date of this Amendment. The Loan Agreement, as modified by this Amendment, together with the other Loan Documents, constitutes the complete agreement among the parties and supersedes any prior written or oral agreements, writings, communications or understandings of the parties with respect to the subject matter the Loan Agreement.

• Headings. Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment, and are not to be taken into consideration in interpreting this Amendment.

• Recitals. The recitals set forth at the beginning of this Amendment are true and correct, and such recitals are incorporated into and are a part of this Amendment.

• Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws.

• Effect. Upon the effectiveness of this Amendment, from and after the date of this Amendment, each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” or words of like import shall mean and be a reference to the Loan Agreement as amended by this Amendment and each reference in the other Loan Documents to the Loan Agreement, “thereunder,” “thereof,” or words of like import shall mean and be a reference to the Loan Agreement as amended by this Amendment.

• No Novation. Except as expressly provided in Section 2 above, the execution, delivery, and effectiveness of this Amendment shall not (a) limit, impair, constitute a waiver of, or otherwise affect any right, power, or remedy of Lender under the Loan Agreement or any other Loan Document, (b) constitute a waiver of any provision in the Loan Agreement or in any of the other Loan Documents, or (c) alter, modify, amend, or in any way affect any of the terms, conditions, obligations, covenants, or agreements contained in the Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

• No Construction Against Drafter. This Amendment is the result of negotiations between Borrower and Lender, has (to the extent deemed necessary by each party) been reviewed by their respective counsel, and is the product of the efforts of all parties. Lender’s involvement in the preparation of this Amendment is for the convenience of all parties and the parties agree that the terms of this Amendment shall not be construed against Lender solely by virtue of such preparation.

Amendment_to_GC_Loan 5

• No Other Waivers; Reservation of Rights. Lender has not waived and is not by this Agreement waiving, any Events of Default which may exist or be continuing on the Amendment Closing Date or any Events of Default which may occur after the Amendment Closing Date. Lender reserves the right, in its discretion, to exercise any or all of its rights and remedies under the Loan Documents as a result of any Events of Default that may be continuing on the Amendment Closing Date or any Event of Default that may occur after the Amendment Closing Date, and Lender has not waived any of such rights or remedies, and nothing in this Agreement, and no delay on its part in exercising any such rights or remedies, should be construed as a waiver of any such rights or remedies.

• Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all such counterparts together constitute one and the same instrument.

• Signatures. This Agreement and any Promissory Note may be executed and delivered by facsimile or transmitted electronically in either Tagged Image Format Files (“TIFF”) or Portable Document Format (“PDF”) and, upon such delivery, the facsimile, TIFF or PDF signature, as applicable, will be deemed to have the same effect as if the original signature had been delivered to the other party.

[SIGNATURE PAGE TO FOLLOW]

Amendment_to_GC_Loan 6

IN WITNESS WHEREOF, The Parties have executed and delivered this Amendment as of the day and year first above written.

BORROWER:	You:	TINTRI, INC.
	Signature:	/s/ Ian Halifax
	Print Name:	Ian Halifax
	Title:	CFO
Accepted in Menlo Park, California:
LENDER:	Us:	TRIPLEPOINT CAPITAL LLC
	Signature:	/s/ Sajal Srivastava
	Print Name:	Sajal Srivastava
	Title:	President

[SIGNATURE PAGE TO SECOND AMENDMENT TO PLAIN ENGLISH GROWTH CAPITAL LOAN and SECURITY AGREEMENT]

Amendment_to_GC_Loan 7

EXHIBIT 1

AR NOTE #1

Amendment_to_GC_Loan 8

SECOND AMENDED AND RESTATED PLAIN ENGLISH PROMISSORY NOTE

This is a Second Amended and Restated Plain English Promissory Note dated February 24, 2017, by and between TRIPLEPOINT CAPITAL LLC, as lender, and TINTRI, INC., a Delaware corporation, as borrower (this “Promissory Note”). The words “We”, “Us”, and “Our”, refer to TRIPLEPOINT CAPITAL LLC. The words “You” and “Your” refer to TINTRI, INC., and not any individual. The words “Parties” refers to both, TRIPLEPOINT CAPITAL LLC AND TINTRI, INC.

RECITALS

A. On February 6, 2015, You and We entered into that certain Plain English Growth Capital Loan and Security Agreement, as amended by the First Amendment to Plain English Growth Capital Loan and Security Agreement dated as of March 10, 2016, and the Second Amendment to Plain English Growth Capital Loan and Security Agreement dated as of the date hereof (as the same may be amended, modified or supplemented in accordance with its terms from time to time, the “Loan Agreement”) pursuant to which We have provided growth capital loans. Unless otherwise defined herein, capitalized terms defined in the Loan Agreement shall be applied in this Promissory Note as defined in the Loan Agreement.

B. On February 6, 2015, You executed Plain English Promissory Note 0878-GC-01-01, in the original principal amount of $10,000,000 as amended by the Amended and Restated Plain English Promissory Note 0878-GC-01-01, dated March 10, 2016 (the “Original Promissory Note”).

C. You have requested the Original Promissory Note be amended and restated to provide for an extension to the interest only period and the total loan term and other purposes permitted under the Loan Agreement, and We are willing to do so in accordance with the terms and conditions of the Loan Agreement and this Promissory Note.

SECOND AMENDED AND RESTATED PROMISSORY NOTE INFORMATION
Facility Name	Facility Number	Promissory Note Number	Principal Amount
Growth Capital Loan Facility	0878-GC-01	0878-GC-01-01	$10,000,000
Payment Amount	Loan Term	Interest Rate	End of Term Payment
Months 1-42: Interest only payments Maturity Date: $10,000,000	42 months	Months 1-12: 7% Months 13-42: 10%, subject to the adjustment as set forth in the Loan Agreement	Initial End of Term Payment: $350,000 Additional End of Term: Payment: $125,000 Second Additional End of Term Payment: $600,000
Interim Payment	Funding Date	First Payment Date	Maturity Date
$44,722.12	February 6, 2015	March 1, 2015	August 31, 2018

CONTACT INFORMATION
Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: (650) 854-2090 Fax: (650) 854-1850	Sajal Srivastava, President Tel: (650) 233-2102 Fax: (650) 854-1850 email: legal@triplepointcapital.com
Customer Name	Central Billing Address	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: 650-810-8200 Fax: N/A email: ihalifax@tintri.com

Amendment_to_GC_Loan 9

FOR VALUE RECEIVED, You hereby promise to pay to the order of TRIPLEPOINT CAPITAL LLC or the holder of this Promissory Note at 2755 Sand Hill Road, Ste. 150, Menlo Park, CA, 94025 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million and No/100 Dollars ($10,000,000.00) together with interest at seven percent (7.00%) per annum from the Funding Date through February 29, 2016, and ten percent (10.00%) thereafter, subject to adjustment as set forth in the Loan Agreement, and through the maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and the attached amortization schedule. In addition to Your final payment, You will pay Us the End of Term Payment stated on page 1 of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing.

The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full.

This Promissory Note is the “Promissory Note” referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of that Loan Agreement and the other documents executed in connection with all principal, interest, fees or other liabilities owed by You to Us. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.

The parties hereby acknowledge and agree that: (i) this Promissory Note shall amend, restate and supersede in its entirety the Original Promissory Note; (ii) nothing contained in this Note shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute an accord and satisfaction or a novation in respect of, any of Your obligations, liabilities and indebtedness evidenced by or arising under the Original Promissory Note or under the Loan Agreement; (iii) the Collateral will continue to secure the Secured Obligations under this Promissory Note, the Loan Agreement and the other Loan Documents; and (iv) the amounts in respect of interest, fees and other amounts payable by You to Us under the Original Promissory Note and the Loan Agreement shall be calculated in accordance with the provisions of (A) the Original Promissory Note with respect to any period (or portion thereof) ending prior to February 24, 2017 and (B) this Promissory Note with respect to any period (or portion thereof) commencing on and after February 24, 2017.

This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

YOU:	TINTRI, INC.
Signature:
Print Name:
Title:

Amendment_to_GC_Loan 10

Tintri, Inc. PN 0878-GC-01-01 Modification  2-23-17
Compound Period:	Exact Days
Nominal Annual Rate:	7.000%

CASH FLOW DATA

Event	Date		Amount		Number		Period	End Date
1 Loan		2/6/2015		10,000,000.00		1
2 Payment		3/1/2015		Interest Only		12	Monthly	2/29/2016
3 Rate Change		3/1/2016		Rate: 10.000%		Compounding:	Exact Days
4 Payment		3/1/2016		Interest Only		30	Monthly	8/31/2018
5 Payment		8/31/2018		10,000,000.00		1

AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year

	Date		Payment			Interest		Principal		Balance
Loan		2/6/2015									10,000,000.00
1		3/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
2		4/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
3		5/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
4		6/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
5		7/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
6		8/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
7		9/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
8		10/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
9		11/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
10		12/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
2015 Totals				595,000.00			595,000.00		0.00
11		1/1/2016		60,277.78			60,277.78		0.00		10,000,000.00
12		2/1/2016		56,388.89			56,388.89		0.00		10,000,000.00
		3/1/2016		Rate:			10.00%		Compounding:		Exact Days
13		3/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
14		4/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
15		5/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
16		6/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
17		7/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
18		8/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
19		9/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
20		10/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
21		11/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
22		12/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
2016 Totals				966,666.65			966,666.65		0.00
23		1/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
24		2/1/2017		77,777.78			77,777.78		0.00		10,000,000.00
25		3/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
26		4/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
27		5/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
28		6/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
29		7/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
30		8/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
31		9/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
32		10/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
33		11/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
34		12/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
2017 Totals				1,013,888.87			1,013,888.87		0.00
35		1/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
36		2/1/2018		77,777.78			77,777.78		0.00		10,000,000.00
37		3/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
38		4/1/2018		83,333.33			83,333.33		0.00		10,000,000.00
39		5/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
40		6/1/2018		83,333.33			83,333.33		0.00		10,000,000.00
41		7/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
42		8/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
43		8/31/2018		10,000,000.00			0.00		10,000,000.00		0.00
2018 Totals				10,674,999.99			674,999.99		10,000,000.00
Grand Totals				13,250,555.51			3,250,555.51		10,000,000.00
Original End of Term				3.50	%				350,000.00
Additional End of Term				1.25	%				125,000.00
2nd Additional End of Term				6.00	%				600,000.00

This amortization schedule is provided for courtesy purposes only. Lender does not provide accounting, tax or legal advice. Any accounting or tax matters in these materials should not be relied upon. Accordingly, you should seek advice based on your particular circumstances from an independent accounting or tax advisor. This amortization schedule is subject to the terms of the Loan Agreement and respective Promissory Note.

Amendment_to_GC_Loan 11

EXHIBIT 2

AR NOTE #2

Amendment_to_GC_Loan 12

SECOND AMENDED AND RESTATED PLAIN ENGLISH PROMISSORY NOTE

This is a Second Amended and Restated Plain English Promissory Note dated February 24, 2017, by and between TRIPLEPOINT CAPITAL LLC, as lender, and TINTRI, INC., a Delaware corporation, as borrower (this “Promissory Note”). The words “We”, “Us”, and “Our”, refer to TRIPLEPOINT CAPITAL LLC. The words “You” and “Your” refer to TINTRI, INC., and not any individual. The words “Parties” refers to both, TRIPLEPOINT CAPITAL LLC AND TINTRI, INC.

RECITALS

A. On February 6, 2015, You and We entered into that certain Plain English Growth Capital Loan and Security Agreement, as amended by the First Amendment to Plain English Growth Capital Loan and Security Agreement dated as of March 10, 2016, and the Second Amendment to Plain English Growth Capital Loan and Security Agreement dated as of the date hereof (as the same may be amended, modified or supplemented in accordance with its terms from time to time, the “Loan Agreement”) pursuant to which We have provided growth capital loans. Unless otherwise defined herein, capitalized terms defined in the Loan Agreement shall be applied in this Promissory Note as defined in the Loan Agreement.

B. On February 6, 2015, You executed Plain English Promissory Note 0878-GC-01-02, in the original principal amount of $10,000,000 as amended by the Amended and Restated Plain English Promissory Note 0878-GC-01-02, dated March 10, 2016 (the “Original Promissory Note”).

C. You have requested the Original Promissory Note be amended and restated to provide for an extension to the interest only period and the total loan term and other purposes permitted under the Loan Agreement, and We are willing to do so in accordance with the terms and conditions of the Loan Agreement and this Promissory Note.

SECOND AMENDED AND RESTATED PROMISSORY NOTE INFORMATION
Facility Name	Facility Number	Promissory Note Number	Principal Amount
Growth Capital Loan Facility	0878-GC-01	0878-GC-01-02	$10,000,000
Payment Amount	Loan Term	Interest Rate	End of Term Payment
Months 1-42: Interest only payments Maturity Date: $10,000,000	42 months	Months 1-12: 7% Months 13-42: 10%, subject to the adjustment as set forth in the Loan Agreement	Initial End of Term Payment: $350,000 Additional End of Term: Payment: $125,000 Second Additional End of Term Payment: $600,000
Interim Payment	Funding Date	First Payment Date	Maturity Date
$44,722.12	February 6, 2015	March 1, 2015	August 31, 2018

CONTACT INFORMATION

Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: (650) 854-2090 Fax: (650) 854-1850	Sajal Srivastava, President Tel: (650) 233-2102 Fax: (650) 854-1850 email: legal@triplepointcapital.com
Customer Name	Central Billing Address	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: 650-810-8200 Fax: N/A email: ihalifax@tintri.com

Amendment_to_GC_Loan 13

FOR VALUE RECEIVED, You hereby promise to pay to the order of TRIPLEPOINT CAPITAL LLC or the holder of this Promissory Note at 2755 Sand Hill Road, Ste. 150, Menlo Park, CA, 94025 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Ten Million and No/100 Dollars ($10,000,000.00) together with interest at seven percent (7.00%) per annum from the Funding Date through February 29, 2016, and ten percent (10.00%) thereafter, subject to adjustment as set forth in the Loan Agreement, and through the maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and the attached amortization schedule. In addition to Your final payment, You will pay Us the End of Term Payment stated on page 1 of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing.

The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full.

This Promissory Note is the “Promissory Note” referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of that Loan Agreement and the other documents executed in connection with all principal, interest, fees or other liabilities owed by You to Us. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.

The parties hereby acknowledge and agree that: (i) this Promissory Note shall amend, restate and supersede in its entirety the Original Promissory Note; (ii) nothing contained in this Note shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute an accord and satisfaction or a novation in respect of, any of Your obligations, liabilities and indebtedness evidenced by or arising under the Original Promissory Note or under the Loan Agreement; (iii) the Collateral will continue to secure the Secured Obligations under this Promissory Note, the Loan Agreement and the other Loan Documents; and (iv) the amounts in respect of interest, fees and other amounts payable by You to Us under the Original Promissory Note and the Loan Agreement shall be calculated in accordance with the provisions of (A) the Original Promissory Note with respect to any period (or portion thereof) ending prior to February 24, 2017 and (B) this Promissory Note with respect to any period (or portion thereof) commencing on and after February 24, 2017.

This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

YOU:	TINTRI, INC.
Signature:
Print Name:
Title:

Amendment_to_GC_Loan 14

Tintri, Inc. PN 0878-GC-01-02 Modification  2-23-17
Compound Period:	Exact Days
Nominal Annual Rate:	7.000%

CASH FLOW DATA

Event	Date		Amount		Number		Period	End Date
1 Loan		2/6/2015		10,000,000.00		1
2 Payment		3/1/2015		Interest Only		12	Monthly	2/29/2016
3 Rate Change		3/1/2016		Rate: 10.000%		Compounding:	Exact Days
4 Payment		3/1/2016		Interest Only		30	Monthly	8/31/2018
5 Payment		8/31/2018		10,000,000.00		1

AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year

	Date		Payment			Interest		Principal		Balance
Loan		2/6/2015									10,000,000.00
1		3/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
2		4/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
3		5/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
4		6/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
5		7/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
6		8/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
7		9/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
8		10/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
9		11/1/2015		58,333.33			58,333.33		0.00		10,000,000.00
10		12/1/2015		60,277.78			60,277.78		0.00		10,000,000.00
2015 Totals				595,000.00			595,000.00		0.00
11		1/1/2016		60,277.78			60,277.78		0.00		10,000,000.00
12		2/1/2016		56,388.89			56,388.89		0.00		10,000,000.00
		3/1/2016		Rate:			10.00%		Compounding:		Exact Days
13		3/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
14		4/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
15		5/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
16		6/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
17		7/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
18		8/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
19		9/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
20		10/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
21		11/1/2016		83,333.33			83,333.33		0.00		10,000,000.00
22		12/1/2016		86,111.11			86,111.11		0.00		10,000,000.00
2016 Totals				966,666.65			966,666.65		0.00
23		1/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
24		2/1/2017		77,777.78			77,777.78		0.00		10,000,000.00
25		3/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
26		4/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
27		5/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
28		6/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
29		7/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
30		8/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
31		9/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
32		10/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
33		11/1/2017		83,333.33			83,333.33		0.00		10,000,000.00
34		12/1/2017		86,111.11			86,111.11		0.00		10,000,000.00
2017 Totals				1,013,888.87			1,013,888.87		0.00
35		1/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
36		2/1/2018		77,777.78			77,777.78		0.00		10,000,000.00
37		3/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
38		4/1/2018		83,333.33			83,333.33		0.00		10,000,000.00
39		5/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
40		6/1/2018		83,333.33			83,333.33		0.00		10,000,000.00
41		7/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
42		8/1/2018		86,111.11			86,111.11		0.00		10,000,000.00
43		8/31/2018		10,000,000.00			0.00		10,000,000.00		0.00
2018 Totals				10,674,999.99			674,999.99		10,000,000.00
Grand Totals				13,250,555.51			3,250,555.51		10,000,000.00
Original End of Term				3.50	%				350,000.00
Additional End of Term				1.25	%				125,000.00
2nd Additional End of Term				6.00	%				600,000.00

This amortization schedule is provided for courtesy purposes only. Lender does not provide accounting, tax or legal advice. Any accounting or tax matters in these materials should not be relied upon. Accordingly, you should seek advice based on your particular circumstances from an independent accounting or tax advisor. This amortization schedule is subject to the terms of the Loan Agreement and respective Promissory Note.

Amendment_to_GC_Loan 15

EXHIBIT 3

AR NOTE #3

Amendment_to_GC_Loan 16

SECOND AMENDED AND RESTATED PLAIN ENGLISH PROMISSORY NOTE

This is a Second Amended and Restated Plain English Promissory Note dated February 24, 2017, by and between TRIPLEPOINT CAPITAL LLC, as lender, and TINTRI, INC., a Delaware corporation, as borrower (this “Promissory Note”). The words “We”, “Us”, and “Our”, refer to TRIPLEPOINT CAPITAL LLC. The words “You” and “Your” refer to TINTRI, INC., and not any individual. The words “Parties” refers to both, TRIPLEPOINT CAPITAL LLC AND TINTRI, INC.

RECITALS

A. On February 6, 2015, You and We entered into that certain Plain English Growth Capital Loan and Security Agreement, as amended by the First Amendment to Plain English Growth Capital Loan and Security Agreement dated as of March 10, 2016, and the Second Amendment to Plain English Growth Capital Loan and Security Agreement dated as of the date hereof (as the same may be amended, modified or supplemented in accordance with its terms from time to time, the “Loan Agreement”) pursuant to which We have provided growth capital loans. Unless otherwise defined herein, capitalized terms defined in the Loan Agreement shall be applied in this Promissory Note as defined in the Loan Agreement.

B. On May 27, 2015, You executed Plain English Promissory Note 0878-GC-01-03, in the original principal amount of $15,000,000 as amended by the Amended and Restated Plain English Promissory Note 0878-GC-01-03, dated March 10, 2016 (the “Original Promissory Note”).

C. You have requested the Original Promissory Note be amended and restated to provide for an extension to the interest only period and the total loan term and other purposes permitted under the Loan Agreement, and We are willing to do so in accordance with the terms and conditions of the Loan Agreement and this Promissory Note.

SECOND AMENDED AND RESTATED PROMISSORY NOTE INFORMATION
Facility Name	Facility Number	Promissory Note Number	Principal Amount
Growth Capital Loan Facility	0878-GC-01	0878-GC-01-03	$15,000,000
Payment Amount	Loan Term	Interest Rate	End of Term Payment
Months 1-39: Interest only payments Maturity Date: $15,000,000	39 months	Months 1-9: 7.75% Months 10-39: 10%, subject to the adjustment as set forth in the Loan Agreement	Initial End of Term Payment: $862,500 Additional End of Term: Payment: $187,500 Second Additional End of Term Payment: $900,000
Interim Payment	Funding Date	First Payment Date	Maturity Date
None	June 1, 2015	June 1, 2015	August 31, 2018

CONTACT INFORMATION

Name	Address For Notices	Contact Person
TriplePoint Capital LLC	2755 Sand Hill Rd., Ste. 150 Menlo Park, CA 94025 Tel: (650) 854-2090 Fax: (650) 854-1850	Sajal Srivastava, President Tel: (650) 233-2102 Fax: (650) 854-1850 email: legal@triplepointcapital.com
Customer Name	Central Billing Address	Contact Person
Tintri, Inc.	303 Ravendale Drive Mountain View, CA 94043	Ian Halifax, CFO Tel: 650-810-8200 Fax: N/A email: ihalifax@tintri.com

Amendment_to_GC_Loan 17

FOR VALUE RECEIVED, You hereby promise to pay to the order of TRIPLEPOINT CAPITAL LLC or the holder of this Promissory Note at 2755 Sand Hill Road, Ste. 150, Menlo Park, CA, 94025 or such other place of payment as the holder of this Promissory Note may specify from time to time in writing, in lawful money of the United States of America, the principal amount of Fifteen Million and No/100 Dollars ($15,000,000.00) together with interest at seven and three quarters percent (7.75%) per annum from the Funding Date through February 29, 2016, and ten percent (10.00%) thereafter, subject to adjustment as set forth in the Loan Agreement, and through the maturity of each installment on the principal remaining unpaid, such principal and interest to be paid as stated on Page 1 of this Promissory Note and the attached amortization schedule. In addition to Your final payment, You will pay Us the End of Term Payment stated on page 1 of this Promissory Note. Interest shall be computed daily on the basis of a year consisting of 360 days for the actual number of days occurring in the period for which such interest is payable. Any payments made under this Promissory Note shall not be available for re-borrowing.

The aggregate outstanding principal balance of this Promissory Note shall be due and payable in full in immediately available funds on the Maturity Date, if not sooner paid in full.

This Promissory Note is the “Promissory Note” referred to in, and is executed and delivered in connection with, the Loan Agreement, and is entitled to the benefit and security of that Loan Agreement and the other documents executed in connection with all principal, interest, fees or other liabilities owed by You to Us. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.

You waive presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law.

The parties hereby acknowledge and agree that: (i) this Promissory Note shall amend, restate and supersede in its entirety the Original Promissory Note; (ii) nothing contained in this Note shall, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute an accord and satisfaction or a novation in respect of, any of Your obligations, liabilities and indebtedness evidenced by or arising under the Original Promissory Note or under the Loan Agreement; (iii) the Collateral will continue to secure the Secured Obligations under this Promissory Note, the Loan Agreement and the other Loan Documents; and (iv) the amounts in respect of interest, fees and other amounts payable by You to Us under the Original Promissory Note and the Loan Agreement shall be calculated in accordance with the provisions of (A) the Original Promissory Note with respect to any period (or portion thereof) ending prior to February 24, 2017 and (B) this Promissory Note with respect to any period (or portion thereof) commencing on and after February 24, 2017.

This Promissory Note has been negotiated and delivered to Us and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

YOU:	TINTRI, INC.
Signature:
Print Name:
Title:

Amendment_to_GC_Loan 18

Tintri, Inc. PN 0878-GC-01-03 Modification  2-23-17
Compound Period:	Exact Days
Nominal Annual Rate:	7.750%

CASH FLOW DATA

Event	Date		Amount		Number		Period	End Date
1 Loan		6/1/2015		15,000,000.00		1
2 Payment		6/1/2015		Interest Only		9	Monthly	2/29/2016
3 Rate Change		3/1/2016		Rate: 10.000%		Compounding:	Exact Days
4 Payment		3/1/2016		Interest Only		30	Monthly	8/31/2018
5 Payment		8/31/2018		15,000,000.00		1

AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year

	Date		Payment			Interest		Principal		Balance
Loan		6/1/2015									15,000,000.00
1		6/1/2015		96,875.00			96,875.00		0.00		15,000,000.00
2		7/1/2015		100,104.17			100,104.17		0.00		15,000,000.00
3		8/1/2015		100,104.17			100,104.17		0.00		15,000,000.00
4		9/1/2015		96,875.00			96,875.00		0.00		15,000,000.00
5		10/1/2015		100,104.17			100,104.17		0.00		15,000,000.00
6		11/1/2015		96,875.00			96,875.00		0.00		15,000,000.00
7		12/1/2015		100,104.17			100,104.17		0.00		15,000,000.00
2015 Totals				691,041.68			691,041.68		0.00
8		1/1/2016		100,104.17			100,104.17		0.00		15,000,000.00
9		2/1/2016		93,645.83			93,645.83		0.00		15,000,000.00
		3/1/2016		Rate:			10.00%		Compounding:		Exact Days
10		3/1/2016		129,166.67			129,166.67		0.00		15,000,000.00
11		4/1/2016		125,000.00			125,000.00		0.00		15,000,000.00
12		5/1/2016		129,166.67			129,166.67		0.00		15,000,000.00
13		6/1/2016		125,000.00			125,000.00		0.00		15,000,000.00
14		7/1/2016		129,166.67			129,166.67		0.00		15,000,000.00
15		8/1/2016		129,166.67			129,166.67		0.00		15,000,000.00
16		9/1/2016		125,000.00			125,000.00		0.00		15,000,000.00
17		10/1/2016		129,166.67			129,166.67		0.00		15,000,000.00
18		11/1/2016		125,000.00			125,000.00		0.00		15,000,000.00
19		12/1/2016		129,166.67			129,166.67		0.00		15,000,000.00
2016 Totals				1,468,750.02			1,468,750.02		0.00
20		1/1/2017		129,166.67			129,166.67		0.00		15,000,000.00
21		2/1/2017		116,666.67			116,666.67		0.00		15,000,000.00
22		3/1/2017		129,166.67			129,166.67		0.00		15,000,000.00
23		4/1/2017		125,000.00			125,000.00		0.00		15,000,000.00
24		5/1/2017		129,166.67			129,166.67		0.00		15,000,000.00
25		6/1/2017		125,000.00			125,000.00		0.00		15,000,000.00
26		7/1/2017		129,166.67			129,166.67		0.00		15,000,000.00
27		8/1/2017		129,166.67			129,166.67		0.00		15,000,000.00
28		9/1/2017		125,000.00			125,000.00		0.00		15,000,000.00
29		10/1/2017		129,166.67			129,166.67		0.00		15,000,000.00
30		11/1/2017		125,000.00			125,000.00		0.00		15,000,000.00
31		12/1/2017		129,166.67			129,166.67		0.00		15,000,000.00
2017 Totals				1,520,833.36			1,520,833.36		0.00
32		1/1/2018		129,166.67			129,166.67		0.00		15,000,000.00
33		2/1/2018		116,666.67			116,666.67		0.00		15,000,000.00
34		3/1/2018		129,166.67			129,166.67		0.00		15,000,000.00
35		4/1/2018		125,000.00			125,000.00		0.00		15,000,000.00
36		5/1/2018		129,166.67			129,166.67		0.00		15,000,000.00
37		6/1/2018		125,000.00			125,000.00		0.00		15,000,000.00
38		7/1/2018		129,166.67			129,166.67		0.00		15,000,000.00
39		8/1/2018		129,166.67			129,166.67		0.00		15,000,000.00
40		8/31/2018		15,000,000.00			0.00		15,000,000.00		0.00
2018 Totals				16,012,500.02			1,012,500.02		15,000,000.00
Grand Totals				19,693,125.08			4,693,125.08		15,000,000.00
Original End of Term				5.75	%				862,500.00
Additional End of Term				1.25	%				187,500.00
2nd Additional End of Term				6.00	%				900,000.00

This amortization schedule is provided for courtesy purposes only. Lender does not provide accounting, tax or legal advice. Any accounting or tax matters in these materials should not be relied upon. Accordingly, you should seek advice based on your particular circumstances from an independent accounting or tax advisor. This amortization schedule is subject to the terms of the Loan Agreement and respective Promissory Note.

Amendment_to_GC_Loan 19

EX-10.13

Exhibit 10.13

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of May 14, 2013 (the “Effective Date”) is between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”), and 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; provided that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in Section 13 of this Agreement. 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 together with any fees and Finance Charges as and when due in accordance with this Agreement.

2.1.1 Financing of Accounts

(a) Availability. Subject to the terms of this Agreement, Borrower may request that Bank finance specific Eligible Accounts. Bank may, in its good faith business discretion, finance such Eligible Accounts by extending credit to Borrower in an amount equal to the result of the Advance Rate multiplied by the face amount of the Eligible Account. At all times that Borrower. is Borrowing Base Eligible, Borrower may request that Bank finance Eligible Accounts on an aggregate basis. Bank may, in its good faith business discretion, finance Eligible Accounts on an aggregate basis by extending credit to Borrower in an amount equal to the result of the Advance Rate multiplied by the aggregate face amount of the Eligible Accounts. Bank may, in its sole discretion, change the percentage of the Advance Rate for a particular Eligible Account on a case by case basis. When Bank finances an Eligible Account (an “Advance”) such Eligible Account becomes a “Financed Receivable.”

(b) Maximum Advances. The aggregate face amount of all Financed Receivables outstanding at any time may not exceed the Facility Amount. In addition and notwithstanding the foregoing, the aggregate amount of Advances outstanding at any time may not exceed Six Million Seven Hundred Fifty Thousand Dollars ($6,750,000).

(c) Borrowing Procedure. Borrower will deliver an Invoice Transmittal for each Eligible Account it offers, and, if at such time Borrower is Borrowing Base Eligible, Borrower shall also deliver a Borrowing Base Certificate. Bank may rely on information set forth in or provided with the Invoice Transmittal and Borrowing Base Certificate. In addition, upon Bank’s request, Borrower shall deliver to Bank any contracts, purchase orders, or other underlying supporting documentation with respect to such Eligible Account.

(d) Credit Quality; Confirmations. Bank may, at its option, conduct a credit check of the Account Debtor for each Account requested by Borrower for financing hereunder to approve any such Account Debtor’s credit before agreeing to finance such Account. Bank may also verify directly with the respective Account Debtors the validity, amount and other matters relating to the Accounts (including confirmations of Borrower’s representations in Section 5.3 of this Agreement) by means of mail, telephone or otherwise, either in the name of Borrower or Bank from time to time in its sole discretion.

(e) Accounts Notification/Collection. Bank may notify any Account Debtor of Bank’s security interest in the Borrower’s Accounts and collect them and/or, at all times when Borrower is not Borrowing Base Eligible or when an Event of Default has occurred and is continuing, verify them.

(f) Early Termination. This Agreement may be terminated with respect to Advances prior to the Account Advance Maturity Date as follows: (i) by Borrower, effective three Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default, without notice, effective immediately. If this Agreement is terminated with respect to Advances (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to Bank a non refundable termination fee in an amount equal to Sixty-Seven Thousand Five Hundred Dollars ($67,500) (the “Early Termination Fee”). The Early Termination Fee shall be due and payable on the effective date of such termination and thereafter shall bear interest at a rate equal to the highest rate applicable to any of the Obligations. Notwithstanding the foregoing, Bank agrees to waive the Early Termination Fee if Bank closes on the refinance and re-documentation of the Advances under this Agreement under another division of Bank (in its sole and exclusive discretion) prior to the Account Advance Maturity Date.

(g) Account Advance Maturity Date. All Obligations outstanding hereunder with respect to Advances shall be immediately due and payable in full on the Account Advance Maturity Date.

(h) Suspension of Advances. Borrower’s ability to request that Bank finance Eligible Accounts hereunder will terminate if, in Bank’s sole discretion, there has been a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank prior to the Effective Date.

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(i) End of Borrowing Base Eligible Status. Upon Borrower ceasing to be Borrowing Base Eligible as measured on the last day of each Reconciliation Period, Borrower shall deliver to Bank, as soon as possible, but in no event more than one (1) Business Day after such Reconciliation Period, an Invoice Transmittal containing detailed invoice reporting, signed by a Responsible Officer together with a current accounts receivable aging and a copy of each invoice, all in accordance with Section 6.2 hereof. If the outstanding principal amount of the Advances exceeds the amount of Advances available against Eligible Accounts (as determined by Bank in its good faith business discretion), Borrower shall immediately pay to Bank the excess and, in connection with same, hereby irrevocably authorizes Bank to debit any account of Borrower maintained by Borrower with Bank or any of Bank’s Affiliates for the amount of such excess.

2.1.2 Growth Capital Advances.

(a) Availability. Subject to the terms and conditions of this Agreement, Borrower may request that Bank make certain growth capital advances (each a “Growth Capital Advance” and, collectively, the “Growth Capital Advances”) available to Borrower until the Growth Capital Commitment Date, in an aggregate amount not to exceed the Growth Capital Commitment. Each Growth Capital Advance, other than the final Growth Capital Advance, must be in an amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000), After repayment, no Growth Capital Advance may be reborrowed.

(b) Procedures for Borrowing. Borrower will deliver a completed Payment/Advance Form with each request for a Growth Capital Advance. On the Funding Date, if Borrower satisfies the conditions hereunder, Bank shall disburse such Growth Capital Advance by transfer to the Designated Deposit Account. Bank may rely on information set forth in, or provided with, the Payment/Advance Form. Bank may make the Growth Capital Advance under this Agreement based on instructions from a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank reasonably believes is a Responsible Officer or designee. Borrower shall indemnify Bank for any loss Bank suffers due to such reliance.

(c) Repayment.

(i) Interest Only Payments. For each Growth Capital Advance, Borrower shall make monthly payments of interest-only commencing on the first (1st) Business Day of the first (1st) month following the month in which the Funding Date occurs with respect to a Growth Capital Advance and continuing thereafter during the Interest-Only Period on the first (1st) Business Day of each successive month.

(ii) Principal and Interest Payments. For each Growth Capital Advance, Borrower shall make thirty-six (36) consecutive equal monthly payments of principal and interest each in an amount which would fully amortize the outstanding Growth Capital Advances, as of the Conversion Date, over the Growth Capital Repayment Period (the “Growth Capital Scheduled Payment”), which payment shall commence on July 1, 2014 (the “Conversion Date”). All unpaid principal and accrued and unpaid interest on the Growth Capital Advances is due and payable in full on the Growth Capital Maturity Date.

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(d) Prepayment.

(i) Mandatory Prepayment Upon an Acceleration. If the Growth Capital Advances are accelerated following the occurrence of an Event of Default or otherwise, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal with respect to the Growth Capital Advances, plus accrued and unpaid interest thereon, (ii) the Final Payment, (iii) the Make-Whole Premium, and (iv) all other sums, if any, that shall have become due and payable hereunder in connection with the Growth Capital Advances.

(ii) Permitted Prepayment. So long as an Event of Default has not occurred and is not continuing, Borrower shall have the option to prepay all, but not less than all, of the Growth Capital Advances advanced by Bank under this Agreement, provided Borrower (i) delivers written notice to Bank of its election to prepay the Growth Capital Advances at least thirty (30) days prior to such prepayment, and (ii) pays, on the date of such prepayment (a) all outstanding principal with respect to the Growth Capital Advances, plus accrued and unpaid interest thereon, (b) the Final Payment, (c) the Make-Whole Premium, and (d) all other sums, if any, that shall have become due and payable hereunder in connection with the Growth Capital Advances.

(e) Interest on the Growth Capital Advances. Subject to Section 2.1.2(f), the principal amount outstanding for each Growth Capital Advance shall accrue interest at a fixed per annum rate equal to four and one half of one percent (4.5%), which interest shall be payable monthly.

(f) Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points (5.00%) above the rate that is otherwise applicable thereto (the “Growth Capital Default Rate”) unless the 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 Growth Capital Advances. Payment or acceptance of the increased interest rate provided in this Section 2.1.2(f) 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.

(g) Final Payment. On the earlier of (i) the Growth Capital Maturity Date or (ii) when due in accordance with Section 2.1.2(d), Borrower shall pay, in addition to the outstanding principal, accrued and unpaid interest, and all other amounts due on such date with respect to the Growth Capital Advances, an amount equal to the Final Payment.

(h) Computation; 360-Day Year. In computing interest for Growth Capital Advances, the Funding Date shall be included and the date of payment shall be excluded; provided, however, that if any Growth Capital Advance is repaid on the same day on which it is made, such day shall be included in computing interest on such Growth Capital Advance. Interest shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed.

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(i) Debit of Accounts. For each Growth Capital Scheduled Payment, 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.

(j) Interest Payment Date. Unless otherwise provided, interest is payable monthly on the first (1^st) calendar day of each month.

(k) Payments; Application of Payments.

(i) All payments (including prepayments) to be made by Borrower in connection with the Growth Capital Advances under any Loan Document shall be made in immediately available funds in U.S. 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.

(ii) 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 in connection with the Growth Capital Advances when any such allocation or application is not specified elsewhere in this Agreement.

2.2 Collections, Finance Charges, Remittances and Fees. The Obligations shall be subject to the following fees and Finance Charges. Unpaid fees and Finance Charges may, in Bank’s discretion, accrue interest at the then highest rate applicable to the Obligations.

2.3 Collections. At all times that Borrower is Borrowing Base Eligible and the amount of Advances available against Eligible Accounts (as determined by Bank in its good faith business discretion) exceeds the outstanding principal amount of the Advances, Bank shall credit Collections deposited into the Lockbox to the Designated Deposit Account. At all other times, Collections will be credited to the Financed Receivable Balance for such Financed Receivable, but if there is an Event of Default, Bank may apply Collections to the Obligations in any order it chooses. If Bank receives a payment for both a Financed Receivable and a non-Financed Receivable, the funds will first be applied to the Financed Receivable and, if there is no Event of Default then existing, the excess will be remitted to Borrower, subject to Section 2.8 of this Agreement.

2.4 Facility Fee. A fully earned, non-refundable facility fee of Twenty Thousand Dollars ($20,000) (the “Facility Fee”) shall be payable by Borrower to Bank as follows: (i) the first (1^st) installment of Ten Thousand Dollars ($10,000) is due upon the Effective Date, and (ii) the second (2^nd) installment of Ten Thousand Dollars ($10,000) is due upon the first (1^st) anniversary of the Effective Date.

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2.5 Finance Charges. In computing Finance Charges on the Obligations under this Agreement, all Collections received by Bank shall be deemed applied by Bank on account of the Obligations upon Bank’s receipt of the Collections. Borrower will pay a finance charge (the “Finance Charge”) on the Financed Receivable Balance which is equal to the Applicable Rate divided by three hundred sixty (360) multiplied by the number of days each such Financed Receivable is outstanding multiplied by the outstanding Financed Receivable Balance. The Finance Charge is payable when the Advance made based on such Financed Receivable is repaid in accordance with Section 2.11 of this Agreement; provided, however, when Borrower is Borrowing Base Eligible, all Finance Charges shall be payable monthly on the first (1^st) calendar day of each Reconciliation Period for the prior Reconciliation Period. Immediately upon the occurrence of an Event of Default, the Applicable Rate will increase an additional five percent (5.0%) per annum.

2.6 Accounting. After each Reconciliation Period, Bank will provide Borrower with an accounting of the transactions for that Reconciliation Period, including the amount of all Financed Receivables, all Collections, Adjustments, Finance Charges, and the Facility Fee. If Borrower does not object to the accounting in writing within thirty (30) days it shall be considered accurate. All Finance Charges and other interest and fees are calculated on the basis of a three hundred sixty (360) day year and actual days elapsed.

2.7 Deductions. Bank may deduct fees, Bank Expenses, Finance Charges, Advances which become due pursuant to Section 2.11 of this Agreement, and other amounts due pursuant to this Agreement from any Advances made or Collections received by Bank.

2.8 Lockbox; Account Collection Services.

(a) Borrower shall direct each Account Debtor (and each depository institution where proceeds of Accounts are on deposit) to remit payments with respect to the Accounts to a lockbox account established with Bank or to wire transfer payments to a cash collateral account that Bank controls (collectively, the “Lockbox”). It will be considered an immediate Event of Default if the Lockbox is not established and operational on the Effective Date and at all times thereafter until such Lockbox is established and operational.

(b) Upon receipt by Borrower of any proceeds of Accounts, Borrower shall immediately transfer and deliver same to Bank, along with a detailed cash receipts journal.

(c) Provided no Event of Default exists or an event that with notice or lapse of time will be an Event of Default, within three (3) days of receipt of any proceeds of the Accounts by Bank (whether received by Bank in the Lockbox, directly from Borrower, or otherwise), Bank will turn over to Borrower such proceeds, other than (i) Collections applied by Bank pursuant to Section 2.3 of this Agreement and (ii) such proceeds which shall be used by Bank to repay any other amounts due to Bank, such as the Finance Charge, the Facility Fee, and Bank Expenses; provided, however, Bank may hold any proceeds of the Accounts (whether received by Bank in the Lockbox, directly from Borrower, or otherwise and whether or not in respect of Financed Receivables) as a reserve until the end of the applicable Reconciliation Period if Bank, in its good faith business discretion, determines that other Financed Receivable(s) may no longer qualify as an Eligible Account at any time prior to the end of the subject Reconciliation Period.

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(d) This Section 2.8 does not impose any affirmative duty on Bank to perform any act other than as specifically set forth herein. All Accounts and the proceeds thereof are Collateral, and if an Event of Default occurs, Bank may, without notice but subject to the terms of this Agreement, apply the proceeds of such Accounts to the Obligations.

2.9 Bank Expenses. Borrower shall pay all Bank Expenses (including reasonable attorneys’ fees and expenses for documentation and negotiation of this Agreement, which attorneys’ fees and expenses shall not exceed Ten Thousand Dollars ($10,000) plus expenses) incurred through and after the Effective Date, when due.

2.10 Good Faith Deposit. Borrower has paid to Bank a deposit of Twenty Thousand Dollars ($20,000) (the “Good Faith Deposit”) to initiate Bank’s due diligence review process. Any portion of the Good Faith Deposit not utilized to pay Bank Expenses will be applied to the Facility Fee.

2.11 Repayment of Obligations; Adjustments.

2.11.1 Repayment. Borrower will repay each Advance on the earliest of: (a) the date on which payment is received of the Financed Receivable with respect to which the Advance was made, (b) the date on which the Financed Receivable is no longer an Eligible Account, (c) the date on which any Adjustment is asserted to the Financed Receivable (but only to the extent of the Adjustment if the Financed Receivable otherwise remains an Eligible Account), (d) the date on which there is a breach of any representation or warranty in Section 5.3 of this Agreement or of any covenant in the Loan Documents, or (e) the Account Advance Maturity Date (including any early termination). Each payment will also include all accrued Finance Charges with respect to such Advance and all other amounts then due and payable hereunder. Notwithstanding the foregoing, at any time that Borrower is Borrowing Base Eligible, (x) Borrower will repay each Advance on the earliest to occur of (i) the Maturity Date (including any early termination), or (ii) when required to be repaid under Section 2.1.1(i); and (y) at any time that the aggregate outstanding principal amount of the Advances exceeds the amount of Advances available against Eligible Accounts (as determined by Bank in its good faith business discretion), Borrower shall immediately pay to Bank the excess.

2.11.2 Repayment on Event of Default. When there is an Event of Default, Borrower will, if Bank demands (or, upon the occurrence of an Event of Default under Section 8.5 of this Agreement, immediately without notice or demand from Bank) repay all of the Obligations. The demand may, at Bank’s option, include the Advance for each Financed Receivable then outstanding and all accrued Finance Charges, the Early Termination Fee, reasonable attorneys’ and professional fees, court costs and expenses, Bank Expenses and any other Obligations.

2.11.3 Debit of Accounts. Bank may debit any of Borrower’s deposit accounts for payments or any amounts Borrower owes Bank hereunder. Bank shall promptly notify Borrower when it debits Borrower’s accounts. These debits shall not constitute a set-off.

2.12 Power of Attorney. Borrower irrevocably appoints Bank and its successors and assigns as attorney-in-fact and authorizes Bank and its successor and assigns, to: (a) following the occurrence of an Event of Default, (i) sell, assign, transfer, pledge, compromise, or discharge all or

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any part of the Financed Receivables; (ii) demand, collect, sue, and give releases to any Account Debtor for monies due and compromise, prosecute, or defend any action, claim, case or proceeding about the Financed Receivables, including filing a claim or voting a claim in any bankruptcy case in Bank’s or Borrower’s name, as Bank chooses; and (iii) prepare, file and sign Borrower’s name on any notice, claim, assignment, demand, draft, or notice of or satisfaction of lien or mechanics’ lien or similar document; and (b) regardless of whether an Event of Default has occurred and is continuing, (i) notify all Account Debtors to pay Bank directly; (ii) receive, open, and dispose of mail addressed to Borrower sent to the Lockbox; (iii) endorse Borrower’s name on checks or other instruments (to the extent necessary to pay amounts owed pursuant to any of the Loan Documents); and (iv) execute on Borrower’s behalf any instruments, documents, financing statements to perfect Bank’s interests in the Financed Receivables and Collateral and do all acts and things necessary or prudent, as determined solely and exclusively by Bank, to protect or preserve, Bank’s rights and remedies under the Loan Documents, as directed by Bank.

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) the Loan Documents;

(b) the Warrant;

(c) the SVB Control Agreement and any other Control Agreement required by Bank;

(d) Borrower’s Operating Documents and a good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;

(e) the completed and executed Borrowing Resolutions for Borrower;

(f) certified copies, dated as of a recent date, of financing statement searches, as Bank shall 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) a copy of its Investors’ Rights Agreement and any amendments thereto;

(i) evidence satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement 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;

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(j) prior to the initial Advance, the completion of an initial audit of the Collateral and Borrower’s Books with results satisfactory to Bank in its sole and absolute discretion; and

(k) payment of the fees and Bank Expenses then due as specified in Section 2.9 of this Agreement.

3.2 Conditions Precedent to all Credit Extensions. Bank’s agreement to make each Credit Extension, including the initial Credit Extension, is subject to the following:

(a) (i) with respect to Advances, receipt of the Invoice Transmittal and at all times Borrower is Borrowing Base Eligible, a Borrowing Base Certificate, and (ii) with respect to all other Credit Extensions, a Payment/Advance Form;

(b) Bank shall have (at its option) conducted the confirmations and verifications as described in Section 2.1.1(d) of this Agreement;

(c) each of the representations and warranties in this Agreement shall be true, accurate, and complete on the date of the Invoice Transmittal or Payment/Advance Form (as applicable), on the date of the Borrowing Base Certificate, and on the Funding Date of each Credit Extension 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 remain true, accurate, and complete; and

(d) in Bank’s sole discretion, there has not been any material impairment in the general affairs, management, results of operation, financial condition or the prospect of repayment of the Obligations, or any material adverse deviation by Borrower from the most recent business plan of Borrower presented to and accepted by Bank.

3.3 Covenant to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Bank of any such item shall not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Credit Extension in the absence of a required item shall be in Bank’s sole discretion.

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. Borrower represents, warrants, and covenants that the security interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the Collateral subject only to Permitted Liens. If Borrower shall at any time 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 satisfactory to Bank.

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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 may 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 satisfied in full, and at such time Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) 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 105% (110% if the Dollar Equivalent is denominated in Foreign Currency) 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 good faith business judgment), to secure all of the Obligations relating to such Letters of Credit.

4.2 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. Any 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 and Authorization. Borrower and each of its Subsidiaries are duly existing and in good standing as Registered Organizations in their respective jurisdictions of formation and are qualified and licensed to do business and are in good standing in any other jurisdiction in which the conduct of their respective business or ownership of property requires that they be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered to Bank a completed certificate signed by Borrower, entitled Perfection Certificate (the “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, corporate structure, organizational type, or any organizational number assigned by its jurisdiction;

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and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and each of its Subsidiaries is accurate and complete (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).

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) constitute an event of default under 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 have a material adverse effect on Borrower’s business.

5.2 Collateral. Borrower has good title to, has 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 deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank a perfected security interest therein. The Accounts are bona fide, existing obligations of the Account Debtors. All Inventory is in all material respects of good and marketable quality, free from material defects.

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 are currently being maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2 of this Agreement.

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, resellers and/or distributors in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License.

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5.3 Financed Receivables. Borrower represents and warrants for each Financed Receivable:

(a) Such Financed Receivable is an Eligible Account;

(b) Borrower is the owner of and has the legal right to sell, transfer, assign and encumber such Financed Receivable;

(c) The correct amount is on the Invoice Transmittal and is not disputed;

(d) Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;

(e) Such Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;

(f) There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;

(g) Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;

(h) Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;

(i) Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral; and

(j) No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

5.4 Litigation. There are no actions or proceedings pending or, to the knowledge of Borrower’s Responsible Officers, threatened in writing by or against Borrower or any Subsidiary in which an adverse decision could reasonably be expected to cause a Material Adverse Change.

5.5 No Material Deviation in Financial Statements and Deterioration in Financial Condition. All consolidated financial statements for Borrower and any Subsidiary delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

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5.6 Solvency. The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its 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 has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s 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 Governmental Authorities that are necessary to continue their respective businesses as currently conducted.

5.8 Subsidiaries. Borrower does not own any stock, partnership interest or other equity securities except for Permitted Investments.

5.9 Tax Returns and Payments; Pension Contributions. Borrower and each Subsidiary have timely filed all required tax returns and reports, and Borrower and each Subsidiary have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings and (c) posts bonds or takes 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 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 (it being recognized by Bank that any 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).

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6. AFFIRMATIVE COVENANTS

Borrower shall do all of the following:

6.1 Government Compliance.

(a) 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, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business.

(b) Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is a party and the grant of a security interest to Bank in all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Bank.

(c) Deliver to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries.

6.2 Financial Statements, Reports, Certificates.

(a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each Reconciliation Period, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the SEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) as soon as available, but no later than thirty (30) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

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(b) Within thirty (30) days after the last day of each Reconciliation Period, deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit B.

(c) Allow Bank to inspect the Collateral and audit and copy Borrower’s Books, including, but not limited to, Borrower’s Accounts, upon reasonable notice to Borrower; provided, however, that Borrower shall not be obligated pursuant to this Section 6.2 to provide access to any information the disclosure of which would adversely affect the attorney-client privilege between Borrower and its counsel. Such inspections or audits shall be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing. The foregoing inspections and audits shall be at Borrower’s expense, and the charge therefor shall be Eight Hundred Fifty Dollars ($850) 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 reschedule the audit with less than ten (10) days written notice to Bank, then (without limiting any of Bank’s rights or remedies), Borrower shall pay Bank a fee of One Thousand Dollars ($1,000) plus any out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated costs and expenses of the cancellation or rescheduling. After the occurrence of an Event of Default, Bank may audit Borrower’s Collateral at Borrower’s expense, including, but not limited to, Borrower’s Accounts as frequently as Bank deems necessary at Borrower’s expense and at Bank’s sole and exclusive discretion, without notification to and authorization from Borrower.

(d) Upon Bank’s request, provide a written report on any Financed Receivable, where payment of such Financed Receivable does not occur by its due date and include (to the extent known by Borrower) the reasons for the delay.

(e) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, an aged listing of accounts receivable and accounts payable by invoice date, in form and detail acceptable to Bank.

(f) Provide Bank with, as soon as available, but no later than thirty (30) days following each Reconciliation Period, a Deferred Revenue report (if applicable), in form and detail acceptable to Bank.

(g) Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, and (ii) Borrower’s knowledge of an event that could reasonably be expected to materially and adversely affect the value of the Intellectual Property.

(h) At all times that Borrower is Borrowing Base Eligible and any Advances are outstanding, provide Bank within thirty (30) days following each Reconciliation Period, a Borrowing Base Certificate signed by a Responsible Officer of Borrower.

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6.3 Taxes. Make, and cause each Subsidiary to make, timely payment of all foreign, federal, state, and local taxes or assessments (other than taxes and assessments which Borrower is contesting in good faith, with adequate reserves maintained in accordance with GAAP) and will deliver to Bank, on demand, appropriate certificates attesting to such payments.

6.4 Insurance. 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 companies, and in amounts that are reasonably satisfactory to Bank. All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee and waive subrogation against Bank, and all liability policies shall show, or have endorsements showing, Bank as an additional insured. All policies (or the lender loss payable and additional insured endorsements) shall provide that the insurer must give Bank at least twenty (20) days notice before canceling, amending, or declining to renew its policy. At Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Bank’s option, be payable to Bank on account of the Obligations. If Borrower fails to obtain insurance as required under this Section 6.4 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 6.4, and take any action under the policies Bank deems prudent.

6.5 Accounts.

(a) To permit Bank to monitor Borrower’s financial performance and condition, (i) maintain Borrower’s primary depository and operating accounts and securities accounts with Bank and Bank’s Affiliates and (ii) conduct all foreign exchange transactions and letters of credit with Bank.

(b) Provide Bank five (5) days prior written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The provisions of the previous sentence shall not apply to (i) 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 or (ii) Borrower’s account at Wells Fargo Bank described on the Perfection Certificate provided that such account is closed on or before July 15, 2013.

6.6 Inventory; Returns; Notices of Adjustments. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. If, at any time during the term of this Agreement, any Account Debtor asserts an Adjustment in excess of One Hundred Thousand Dollars ($100,000), Borrower issues a credit memorandum, or any representation, warranty or covenant set forth in this Agreement or the other Loan Documents is no longer true in all material respects, Borrower will promptly advise Bank.

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6.7 Protection of Intellectual Property Rights.

(a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property material to Borrower’s business; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property material to Borrower’s business of which Borrower has knowledge; 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 ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

6.8 Litigation Cooperation. From the Effective Date 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, 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.

6.9 Further Assurances. Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement.

7. NEGATIVE COVENANTS

Borrower shall not do any of the following without Bank’s prior written consent.

7.1 Dispositions. Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; (c) in connection with Permitted Liens and Permitted Investments; and (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business.

7.2 Changes in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate or dissolve; or (c) (i) have a change in the Chief Executive Officer unless Borrower’s Board of Directors appoints a new Chief Executive Officer within one hundred eighty (180 days); or

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(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 (other than by the sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to Bank the venture capital investors prior to the closing of the transaction and provides to Bank a description of the material terms of the transaction).

Borrower shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) in Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type, (4) change its legal name, (5) change any organizational number (if any) assigned by its jurisdiction of organization, or (6) deliver any portion of the Collateral to a bailee, unless (i) such bailee location contains less than Fifty Thousand Dollars ($50,000) in Borrower’s assets or property and (ii) Bank and such bailee are parties to a bailee agreement governing both the Collateral and the location to which Borrower intends to deliver the Collateral.

Borrower hereby agrees upon Borrower adding any new office or business location, including any warehouse, Borrower will cause its landlord to enter into a landlord consent in favor of Bank prior to such new office or business location containing Twenty Thousand Dollars ($20,000) of Collateral.

Borrower hereby agrees that prior to Borrower delivering any Collateral to a bailee, Borrower shall cause such bailee to 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. A Subsidiary may merge or consolidate into another Subsidiary or into Borrower.

7.4 Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

7.5 Encumbrance. Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or 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 of this Agreement and the definition of “Permitted Liens” herein.

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7.6 Maintenance of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.5 of this Agreement.

7.7 Distributions; Investments. (a) Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so; or (b) 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 and make payments in cash in lieu of the issuance of any fractional shares upon such conversion or exchange; and (ii) Borrower may repurchase the capital stock of former employees or consultants pursuant to stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided that the aggregate amount of all such repurchases does not exceed one Hundred Thousand Dollars ($100,000) per fiscal year.

7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9 Subordinated Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount owed by Borrower thereof, shorten the maturity thereof, increase the rate of interest applicable thereto 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, each 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 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 pay any of the Obligations when due;

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8.2 Covenant Default. Borrower fails or neglects to perform any obligation in Section 2.8 or Section 6 of this Agreement or violates any covenant in Section 7 of this Agreement or fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement, any Loan Documents and as to any default under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, grace and cure periods provided under this Section 8.2 shall not apply to financial covenants or any other covenants that are required to be satisfied, completed or tested by a date certain;

8.3 Investor Abandonment; Lien Priority. (a) Bank determines, in its good faith business judgment, that it is the clear intention of Borrower’s investors to not continue to fund the Borrower in the amounts and timeframe necessary to enable Borrower to satisfy the Obligations as they become due and payable; or (b) there is a material impairment in the priority of Bank’s security interest in the Collateral.

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) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed against any of Borrower’s assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or

(b) (i) any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting 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 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, (a) any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount individually or in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($250,000); or (b) any default by Borrower, the result of which could result in a Material Adverse Change to Borrower’s business;

8.7 Judgments. One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Two Hundred Fifty Thousand Dollars ($250,000) (not covered by independent third-party insurance as to which liability has been

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accepted by such insurance carrier) shall be rendered against Borrower and the same are not, within ten (10) days after the entry thereof; discharged or 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 discharge, stay, or bonding of such 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. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not have the priority contemplated by this Agreement; or

8.10 Governmental Approvals. Any Governmental Approval shall have been (a) revoked, rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension, modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction.

9. BANK’S RIGHTS AND REMEDIES

9.1 Rights and Remedies. When an Event of Default occurs and continues beyond any applicable grace period Bank may, without notice or demand, do any or all of the following:

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 of this Agreement 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) for any Letters of Credit, demand that Borrower (i) deposit cash with Bank in an amount equal to one hundred five percent (105%) (one hundred ten percent (110%) if the Dollar Equivalent is denominated in Foreign Currency) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become

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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) 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 and verify the amount of such account. Borrower shall collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor, with proper endorsements for deposit;

(f) make any payments and do any acts it considers necessary or reasonable to protect its security interest in the Collateral. Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may 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 exercise any of Bank’s rights or remedies;

(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 9.1, 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 Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.4 of this Agreement 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, Bank may

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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.

9.3 Bank’s Liability for Collateral. So long as Bank complies with 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.

9.4 No Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Bank has all rights and remedies provided under the Code, by law, or in equity. Bank’s exercise of one right or remedy is not an election and shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.

9.5 Demand Waiver. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.

10. NOTICES

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

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If to Borrower:	Tintri, Inc.
	201 Ravendale Drive
	Mountain View, California 94043
	Attn:
	Email:
If to Bank:	Silicon Valley Bank
	2400 Hanover Street
	Palo Alto, California 94304
	Attn:
	Fax:
	Email:

11. CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE

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 summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided to 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

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Section 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 §§ 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 § 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.

12. GENERAL PROVISIONS

12.1 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 (other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms of the Warrant).

12.2 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: (a) 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 (b) all losses or expenses (including Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused by such Indemnified Person’s gross negligence or willful misconduct.

12.3 Right of Set-Off. Borrower hereby grants to Bank, a lien, security interest and right of setoff as security for all Obligations to Bank, whether now existing or hereafter arising upon and

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against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured 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 OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

12.4 Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

12.5 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.

12.6 Severability of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.

12.7 Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

12.8 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.

12.9 Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied. Without limiting the foregoing, except as otherwise provided in Section 4.1, the grant of security interest by Borrower in Section 4.1 shall survive until the termination of all Bank Services Agreements. The obligation of Borrower in Section 12.2 of this Agreement to indemnify Bank shall survive until the statute of limitations with respect to such claim or cause of action shall have run.

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12.10 Confidentiality. In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together with Bank, collectively, “Bank Entities”); (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s or purchaser’s agreement to the terms of this Section 12.10); (c) as required by law, regulation, subpoena, or other order; (d) to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is either: (i) in the public domain or in Bank’s possession when disclosed to Bank, or becomes part of the public domain (other than as a result of its disclosure by Bank in violation of this Agreement) after disclosure to Bank; or (ii) disclosed to Bank by a third party, if Bank does not know that the third party is prohibited from disclosing the information.

Bank Entities may use anonymous forms of confidential information for aggregate datasets, for analyses or reporting, and for any other uses not expressly prohibited in writing by Borrower. The provisions of the immediately preceding sentence shall survive termination of this Agreement.

12.11 Electronic Execution of Documents. The words “execution,” “signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act.

12.12 Captions. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.13 Construction of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

12.14 Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

12.15 Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or

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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, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following meanings:

“Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

“Account Advance Maturity Date” is May 14, 2015.

“Account Debtor” is as defined in the Code and shall include, without limitation, any person liable on any Financed Receivable, such as, a guarantor of the Financed Receivable and any issuer of a letter of credit or banker’s acceptance.

“Adjustments” are all discounts, allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor for any Financed Receivable.

“Advance” is defined in Section 2.1.1 of this Agreement.

“Advance Rate” is eighty percent (80.0%), net of any offsets related to each specific Account Debtor, or such other percentage as Bank establishes under Section 2.1.1 of this Agreement.

“Affiliate” of any Person is a 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 of this Agreement.

“Applicable Rate” is a per annum rate equal to (a) the Prime Rate plus thirty-five hundredths of one percent (0.35%) at all times that Borrower is Borrowing. Base Eligible, and (b) the Prime Rate plus one and three quarters of one percent (1.75%) at all other times.

“Bank” is defined in the preamble of this Agreement.

“Bank Entities” is defined in Section 12.10 of this Agreement.

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“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”).

“Borrower” is defined in the preamble of this Agreement.

“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 Certificate” is that certain certificate in the form attached hereto as Exhibit E.

“Borrowing Base Eligible” means at such times that Borrower’s Net Cash is equal to or greater than Five Million Dollars ($5,000,000); provided, however, that Borrower shall not be Borrowing Base Eligible during the continuance of an Event of Default. At any time that Borrower’s Net Cash is less than Five Million Dollars ($5,000,000), Borrower will not be Borrowing Base Eligible until such time as Bank confirms that (a) Borrower’s Net Cash is equal to or greater than Five Million Dollars ($5,000,000) as of such date and (b) Borrower’s Net Cash was equal to or greater than Five Million Dollars ($5,000,000) at all times during the immediately preceding two (2) Reconciliation Periods.

“Borrowing Resolutions” are, with respect to any Person, those resolutions substantially in the form attached hereto as Exhibit C.

“Business Day” is any day that is not a Saturday, Sunday or a day on which Bank is closed.

“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.; and (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue.

“Chief Executive Officer” is Borrower’s Chief Executive Officer, who is Kieran Harty as of the Effective Date.

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“Claims” is defined in Section 12.2 of this Agreement.

“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.

“Collections” are all funds received by Bank from or on behalf of an Account Debtor for Financed Receivables.

“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 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 directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

“Control Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Bank pursuant to which Bank obtains control (within the meaning of the Code) over such Collateral Account.

“Conversion Date” is defined in Section 2.1.2(c) of this Agreement.

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“Copyrights” are any and all copyright rights, copyright applications, copyright registrations and like protections in each work or 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, Growth Capital Advance or any other extension of credit by Bank for Borrower’s benefit under this Agreement.

“Deferred Revenue” is all amounts received or invoiced, as appropriate, 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 Borrower’s deposit account number                      maintained with Bank.

“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.

“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.

“Early Termination Fee” is defined in Section 2.1.1(f) of this Agreement.

“Effective Date” is defined in the preamble of this Agreement.

“Eligible Accounts” are billed Accounts in the ordinary course of Borrower’s business that meet all Borrower’s representations and warranties in Section 5.3 of this Agreement, have been, at the option of Bank, confirmed in accordance with Section 2.1.1(d) of this Agreement, and are due and owing from Account Debtors deemed creditworthy by Bank in its sole discretion. Without limiting the fact that the determination of which Accounts are eligible hereunder is a matter of Bank discretion in each instance, Eligible Accounts shall not include the following Accounts (which listing may be amended or changed in Bank’s discretion with notice to Borrower):

(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;

(c) Accounts owing from an Account Debtor which does not have its principal place of business in the United States unless otherwise approved by Bank in writing on a case-by-case basis in its sole discretion;

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(d) Accounts billed and/or payable outside of the United States unless otherwise approved by Bank in writing on a case-by-case basis in its sole discretion;

(e) 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), with the exception of customary credits, adjustments and/or discounts given to an Account Debtor by Borrower in the ordinary course of its business;

(f) 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;

(g) 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;

(h) 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), other than prepaid support and maintenance agreements with termination dates twelve (12) months or less from the date of the invoice;

(i) 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);

(j) 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);

(k) Accounts subject to trust provisions, subrogation rights of a bonding company, or a statutory trust;

(l) 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 in its sole discretion 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);

(m) Accounts for which the Account Debtor has not been invoiced;

(n) Accounts that represent non-trade receivables or that are derived by means other than in the ordinary course of Borrower’s business;

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(o) Accounts subject to chargebacks or other payment deductions taken by an Account Debtor;

(p) Accounts arising from product returns and/or exchanges (sometimes called “warranty” or “RMA” accounts);

(q) 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;

(r) Accounts owing from an Account Debtor, in which fifty percent (50%) or more of the Accounts of such Account Debtor have not been paid within ninety (90) days of invoice date;

(s) (i) unless Borrower is Borrowing Base Eligible, Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue for support and maintenance contracts (“Maintenance and Support Deferred Revenue”) with termination dates more than twelve (12) months from the date of the invoice (but only to the extent of such Deferred Revenue); and (ii) at all times, Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue other than Maintenance and Support Deferred Revenue (but only to the extent of such Deferred Revenue);

(t) Accounts for which Bank in its good faith business judgment determines collection to be doubtful, including, without limitation, accounts represented by “refreshed” or “recycled” invoices; and

(u) Accounts subject to privileged attorney client communication.

“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.

“Events of Default” are set forth in Section 8 of this Agreement.

“Exchange Act” is the Securities Exchange Act of 1934, as amended.

“Facility Amount” is Eight Million Four Hundred Thirty-Seven Thousand Five Hundred Dollars ($8,437,500).

“Facility Fee” is defined in Section 2.4 of this Agreement.

“Final Payment” is a payment (in addition to and not a substitution for the regular monthly payments of principal and accrued interest) equal to four percent (4%) of the aggregate original principal amount of all Growth Capital Advances.

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“Finance Charges” is defined in Section 2.5 of this Agreement.

“Financed Receivables” are all those Eligible Accounts, including their proceeds which Bank finances and makes an Advance, as set forth in Section 2.1.1 of this Agreement. A Financed Receivable stops being a Financed Receivable (but remains Collateral) when the Advance made for the Financed Receivable has been fully paid.

“Financed Receivable Balance” is the total outstanding gross face amount, at any time, of any Financed Receivable.

“Foreign Currency” means lawful money of a country other than the United States.

“Funding Date” is any date which a Credit Extension is made to or on account of Borrower which shall be a Business Day.

“FX Contract” is any foreign exchange contract by and between Borrower and Bank under which Borrower commits to purchase from or sell to Bank a specific amount of Foreign Currency on a specified date.

“GAAP” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination,

“Good Faith Deposit” is defined in Section 2.10 of this Agreement.

“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.

“Growth Capital Advance” is defined in Section 2.1.2(a) of this Agreement.

“Growth Capital Commitment” is Five Million Dollars ($5,000,000).

“Growth Capital Commitment Date” is the earlier to occur of (a) an Event of Default or (b) June 30, 2014.

“Growth Capital Default Rate” is defined in Section 2.1.2(f) of this Agreement.

“Growth Capital Maturity Date” is, for each Growth Capital Advance, June 1, 2017.

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“Growth Capital Repayment Period” is a period of time equal to thirty-six (36) consecutive months,

“Growth Capital Scheduled Payment” is defined in Section 2.1.2(c)(ii) of this Agreement.

“Indebtedness” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations and (d) Contingent Obligations.

“Indemnified Person” is defined in Section 12.2 of this Agreement.

“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 all of Borrower’s right, title, and interest in and to the following:

(a) its Copyrights, Trademarks and Patents;

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals;

(c) any and all source code;

(d) any and all design rights which may be available to a Borrower;

(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.

“Interest-Only Period” means, for each Growth Capital Advance, the period commencing on the first (1st) calendar day of the month immediately following the Funding Date of a Growth Capital Advance and continuing through the Growth Capital Commitment Date.

“Inventory” is all “inventory” as defined in the Code in effect on the Effective Date 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.

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“Investment” is any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance or capital contribution to any Person.

“Invoice Transmittal” shows Eligible Accounts which Bank may finance and, for each such Account, includes the Account Debtor’s, name, address, invoice amount, invoice date and invoice number.

“Letter of Credit” is a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application, guarantee, indemnity, or similar agreement.

“Lien” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred or arising by operation of law or otherwise against any property.

“Loan Documents” are, collectively, this Agreement, the Warrant, the Perfection Certificate, any Bank Services Agreement, the SVB Control Agreement, the Borrowing Resolutions, any note, or notes or guaranties executed by Borrower, and any other present or future agreement between Borrower and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.

“Lockbox” is defined in Section 2.8 of this Agreement.

“Make-Whole Premium” is an amount equal to two percent (2.0%) of the original principal amount of the Growth Capital Advances.

“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.

“Net Cash” is the sum of (a) all of Borrower’s deposits, unrestricted cash and short-term investments all held at or through Bank less (b) outstanding Advances.

“Obligations” are Borrower’s obligations to pay when due any debts, principal, interest, Bank Expenses and other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents (other than the Warrant), 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 (other than the Warrant).

“Operating Documents” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s state of formation 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.

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“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.

“Payment/Advance Form” is that certain form attached hereto as Exhibit D.

“Perfection Certificate” is defined in Section 5.1 of this Agreement.

“Permitted Indebtedness” is:

(a) Borrower’s Indebtedness to Bank under this Agreement and the other Loan Documents;

(b) Indebtedness existing on the Effective Date which is 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 which are shown on the Perfection Certificate (but specifically excluding any future Investments in any Subsidiaries unless otherwise permitted hereunder);

(b) Investments consisting of Cash Equivalents;

(c) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;

(d) Investments consisting of deposit accounts in which Bank has a first priority perfected security interest;

(e) Investments accepted in connection with Transfers permitted by Section 7.1 of this Agreement;

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(f) Investments (i) by Borrower in Subsidiaries not to exceed Fifty Thousand Dollars ($50,000) in the aggregate in any fiscal year and (ii) by Subsidiaries in other Subsidiaries not to exceed Fifty Thousand Dollars ($50,000) in the aggregate in any fiscal year or in Borrower;

(g) Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries pursuant to employee stock purchase plans or agreements approved by Borrower’s Board of Directors;

(h) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;

(i) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the ordinary course of business; provided that this paragraph (i) shall not apply to Investments of Borrower in any Subsidiary; and

(j) other Investments not otherwise permitted by Section 7.7 not exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outstanding at any time.

“Permitted Liens” are:

(a) Liens existing on the Effective Date which are shown on the Perfection Certificate or arising under this Agreement and the other Loan Documents;

(b) Liens for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on Borrower’s Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;

(c) purchase money Liens (i) on Equipment acquired or held by Borrower incurred for financing the acquisition of the Equipment securing no more than Two Hundred Fifty Thousand Dollars ($250,000) 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 of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

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(e) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(f) 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;

(g) leases or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Bank a security interest therein;

(h) non-exclusive license of Intellectual Property granted to third parties in the ordinary course of business;

(i) Liens arising from attachments or judgments, orders, or decrees in circumstances not constituting an Event of Default under Sections 8.4 and 8.7 of this Agreement; and

(j) Liens in favor of other financial institutions arising in connection with Borrower’s deposit and/or securities accounts held at such institutions, provided that Bank has a first priority perfected security interest in the amounts held in such deposit and/or securities accounts.

“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).

“Reconciliation Period” is each calendar month.

“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.

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“Responsible Officer” is any of the Chief Executive Officer, President, Chief Financial Officer and Controller of Borrower.

“Restricted License” is any license or other agreement with respect to which Borrower is the licensee and such license or agreement is material to Borrower’s business and (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 Bank’s right to sell any Collateral.

“Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.

“Subordinated Debt” is indebtedness incurred by Borrower subordinated to all of Borrower’s now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.

“Subsidiary” is, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.

“SVB Control Agreement” is that certain Securities Account Control Agreement by and among SVB Securities, Apex Clearing Corporation, Borrower, and Bank of even date herewith.

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

“Transfer” is defined in Section 7.1 of this Agreement.

“Warrant” is that certain Warrant to Purchase Stock dated the Effective Date executed by Borrower in favor of Bank, as amended, modified or restated from time to time.

[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
TINTRI, INC.
By:	/s/ Kieran Harty
Name:	Kieran Harty
Title:	CEO
BANK
SILICON VALLEY BANK
By:	/s/ Jennifer Zamudio
Name:	Jennifer Zamudio
Title:	V.P.

[Signature Page to Loan and Security Agreement]

EXHIBIT A

The Collateral consists of all of Borrower’s right, title and interest in and to the following:

All goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including payment intangibles), accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, 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 shall not be deemed to include any copyrights (including computer programs, blueprints and drawings), copyright applications, copyright registration and like protection in each work of authorship and derivative work thereof, whether published or unpublished, now owned or hereafter acquired; any design rights; any patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same, trademarks, servicemarks and applications therefor, whether registered or not; or any Intellectual Property, except that the Collateral shall include all accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing.

Pursuant to the terms of a certain negative pledge arrangement with Bank, Borrower has agreed not to encumber any of its Intellectual Property without Bank’s prior written consent.

EXHIBIT B

SPECIALTY FINANCE DIVISION

Compliance Certificate

I, an authorized officer of TINTRI, INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending                      (all capitalized terms used herein shall have the meaning set forth in this Agreement):

Borrower represents and warrants for each Financed Receivable:

Each Financed Receivable is an Eligible Account;

Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable;

The correct amount is on the Invoice Transmittal and is not disputed;

Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;

Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;

There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;

Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;

Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;

Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral.

No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Additionally, Borrower represents and warrants as follows:

Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects.

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 has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s 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 Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has 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 its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change.

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.

Reporting Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes  No
Annual financial statement (CPA Audited) + CC	FYE within 180 days	Yes  No
A/R & A/P Agings	Monthly within 30 days	Yes  No
Deferred Revenue (if applicable)	Monthly within 30 days	Yes  No
Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding)	Monthly within 30 days	Yes  No
Board Projections	FYE within 30 days of Board Approval	Yes  No

Net Cash	Performance Pricing Applicable Rate	Applies	Borrowing Base Eligible
Net Cash ³ $5,000,000	WSJ Prime + 0.35%	Yes  No	Yes
Net Cash < $5,000,000	WSJ Prime + 1.75%	Yes  No	No

All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.

Sincerely,

TINTRI, INC.

Signature

Title

Date

EXHIBIT C

Borrowing Resolutions

CORPORATE BORROWING CERTIFICATE

BORROWER:	TINTRI, INC.	DATE: MAY     , 2013
BANK:	SILICON VALLEY BANK

I hereby certify as follows, as of the date set forth above:

1. I am the Secretary, Assistant Secretary or other officer of the Borrower. My title is as set forth below,

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware.

3. Attached hereto are true, correct and complete copies of Borrower’s Articles/Certificate of Incorporation (including amendments), as filed with the Secretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above. Such Articles/Certificate of Incorporation have not been amended, annulled, rescinded, revoked or supplemented, and remain in full force and effect as of the date hereof,

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of such directors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, and Bank may rely on them until Bank receives written notice of revocation from Borrower.

RESOLVED, that any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower:

Name	Title	Signature	Authorized to Add or Remove Signatories
			¨
			¨
			¨
			¨

RESOLVED FURTHER, that any one of the persons designated above with a checked box beside his or her name may, from time to time, add or remove any individuals to and from the above list of persons authorized to act on behalf of Borrower.

RESOLVED FURTHER, that such individuals may, on behalf of Borrower:

Borrow Money. Borrow money from Silicon Valley Bank (“Bank”).

Execute Loan Documents. Execute any loan documents Bank requires.

Grant Security. Grant Bank a security interest in any of Borrower’s assets.

Negotiate Items. Negotiate or discount all drafts, trade acceptances, promissory notes, or other indebtedness in which Borrower has an interest and receive cash or otherwise use the proceeds.

Letters of Credit. Apply for letters of credit from Bank.

Foreign Exchange Contracts. Execute spot or forward foreign exchange contracts.

Issue Warrants. Issue warrants for Borrower’s capital stock.

Further Acts. Designate other individuals to request advances, pay fees and costs and execute other documents or agreements (including documents or agreement that waive Borrowers right to a jury trial) they believe to be necessary to effectuate such resolutions.

RESOLVED FURTHER, that all acts authorized by the above resolutions and any prior acts relating thereto are ratified.

5. The persons listed above are Borrower’s officers or employees with their titles and signatures shown next to their names.

By:

Name:

Title:

*** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth in paragraph 4 as one of the authorized signing officers, this Certificate must also be signed by a second authorized officer or director of Borrower.

I, the                                           of Borrower, hereby certify as to paragraphs 1 through 5 above, as of the date set forth above.

By:

Name:

Title:

EXHIBIT D – LOAN PAYMENT/ADVANCE REQUEST FORM

DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME

Fax To:			Date:
LOAN PAYMENT:
		TINTRI, INC.
From Account #		To Account #
	(Deposit Account #)		(Loan Account #)
Principal $		and/or Interest $
Authorized Signature:		Phone Number:
Print Name/Title:

LOAN ADVANCE:
Complete Outgoing Wire Request section below if all or a portion of the funds from this Credit Extension are for an outgoing wire.
From Account #		To Account #
	(Loan Account #)		(Deposit Account #)
Amount of Credit Extension $
All Borrower’s representations and warranties in the Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for a 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:
Authorized Signature:		Phone Number:
Print Name/Title:

OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the Credit Extension above is to be wired. Deadline for same day processing is noon, Pacific Time
Beneficiary Name:	Amount of Wire: $
Beneficiary Bank:	Account Number:
City and State:
Beneficiary Bank Transit (ABA) #:	Beneficiary Bank Code (Swift, Sort, Chip, etc.):
	(For International Wire Only)
Intermediary Bank:	Transit (ABA) #:
For Further Credit to:
Special Instruction:
By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us).
Authorized Signature:	2nd Signature (if required):
Print Name/Title:	Print Name/Title:
Telephone #:	Telephone #:

EXHIBIT E – BORROWING BASE CERTIFICATE

Borrower: TINTRI, INC.

Lender: Silicon Valley Bank

Commitment Amount:         $6,750,000

ACCOUNTS RECEIVABLE
1.	Accounts Receivable (invoiced) Book Value as of	$
2.	Additions (Please explain on next page)	$
3.	Less: Intercompany / Employee / Non-Trade Accounts	$
4.	NET TRADE ACCOUNTS RECEIVABLE	$
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5.	90 Days Past Invoice Date	$
6.	Credit Balances over 90 Days	$
7.	Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)	$
8.	Foreign Account Debtor Accounts	$
9.	Foreign Invoiced and/or Collected Accounts	$
10.	Contra / Customer Deposit Accounts	$
11.	U.S. Government Accounts	$
12.	Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts	$
13.	Accounts with Memo or Pre-Billings	$
14.	Contract Accounts; Accounts with Progress / Milestone Billings	$
15.	Accounts for Retainage Billings	$
16.	Trust / Bonded Accounts	$
17.	Bill and Hold Accounts	$
18.	Unbilled Accounts	$
19.	Non-Trade Accounts (If not already deducted above)	$
20.	Accounts with Extended Term Invoices (Net 90+)	$
21.	Chargebacks Accounts / Debit Memos	$
22.	Product Returns / Exchanges	$
23.	Disputed Accounts; Insolvent Account Debtor Accounts	$
24.	Deferred Revenue (other than Maintenance and Support Deferred Revenue) / Other (Please explain on next page)	$
25.	Concentration Limits	$
26.	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	$
27.	Eligible Accounts (#4 minus #26)	$
28.	ELIGIBLE AMOUNT OF ACCOUNTS (80% of #27)	$
BALANCES
29.	Maximum Loan Amount	$
30.	Total Funds Available [Lesser of #28 or #29)]	$
31.	Present balance owing on Line of Credit	$
32.	Outstanding under Sublimits	$
33.	RESERVE POSITION (#30 minus #31 and #32)	$

[Continued on following page.]

Explanatory comments from previous page:

The undersigned represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank.

COMMENTS:			BANK USE ONLY
		Received by:
			AUTHORIZED SIGNER
By:		Date:
	Authorized Signer	Verified:
			AUTHORIZED SIGNER
Date:		Date:
		Compliance Status:	Yes        No

2

FIRST AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 28 day of April, 2014, by and between SILICON VALLEY BANK, a California corporation (“Bank”) and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (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 (i) extend the Account Advance Maturity Date, (ii) make a non-formula sublimit available to Borrower, and (iii) make certain other 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 2.1.1(b) (Maximum Advances). Section 2.1.1(b) of the Loan Agreement is amended by deleting the last sentence thereof its entirety and replacing it with the following:

In addition and notwithstanding the foregoing, the aggregate amount of Advances outstanding at any time may not exceed Fifteen Million Dollars ($15,000,000) minus the outstanding amount of the Non-Formula Loans.

2.2    Section 2.1.1(f) (Early Termination). Section 2.1.1(f) of the Loan Agreement is amended by deleting the second sentence thereof its entirety and replacing it with the following:

If this Agreement is terminated with respect to Advances (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to Bank a non refundable termination fee in an amount equal to One Hundred Fifty Thousand Dollars ($150,000) (the “Early Termination Fee”).

2.3     Section 2.1 (Promise to Pay). Section 2.1 of the Loan Agreement is amended by adding the following after Section 2.1.2 as Section 2.1.3:

2.1.3     Non-Formula Loans.

(a)     Non-Formula Availability. Subject to the terms and conditions of this Agreement, at all times that Borrower is Non-Formula Loan Eligible, Bank may, in its good faith business discretion, make Non-Formula Advances, not exceeding the Non-Formula Amount (the “Non-Formula Loan”). Non-Formula Advances may be repaid at any time and from time to time and, prior to the Account Advance Maturity Date, reborrowed, subject to the applicable terms and conditions precedent herein. The dollar amount of each Non-Formula Advance shall at all times reduce the amount otherwise available for Advances.

(b)     Repayment of Non-Formula Advances. The Non-Formula Loan terminates on the Account Advance Maturity Date, when the principal amount of all Non-Formula Advances, the unpaid interest thereon, and all other Obligations relating to the Non-Formula Loan shall be immediately due and payable.

(c)     Interest on Non-Formula Advances. Subject to Section 2.1.3(d) of this Agreement, the principal amount of all Non-Formula Advances shall accrue interest at the Non-Formula Applicable Rate.

(d)     Default Rate. Immediately upon the occurrence and during the continuance of an Event of Default, the Non-Formula Loan shall bear interest at a rate per annum which is five percentage points (5.0%) above the rate that is otherwise applicable thereto. 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 2.1.3(d) 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.

(e)     Payment; Interest Computation. Interest on the Non-Formula Loan is payable monthly on the first (1^st) 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 Non-Formula Advance shall be included and the date of payment shall be excluded; provided, however, that if any Non-Formula Advance is repaid on the same day on which it is made, such day shall be included in computing interest on such Non-Formula Advance.

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(f)    End of Non-Formula Loan Eligible Status. Upon Borrower ceasing to be Non-Formula Loan Eligible as measured on the last day of each Reconciliation Period, Borrower shall either repay in full the Non-Formula Advances or convert the Non-Formula Advances into Advances in accordance with this Section 2.1.3(f). If Borrower elects to convert the Non-Formula Advances into Advances, Borrower shall deliver to Bank, within one (1) Business Day, an Invoice Transmittal containing detailed invoice reporting, signed by a Responsible Officer together with a current accounts receivable aging and a copy of each invoice, all in accordance with Section 6.2 hereof. If the outstanding principal amount of the Advances (including the Non-Formula Advances requested to be converted) exceeds the amount of Advances available against Eligible Accounts (as determined by Bank), Borrower shall immediately pay to Bank the excess and, in connection with same, hereby irrevocably authorizes Bank to debit any account of Borrower maintained by Borrower with Bank or any of Bank’s Affiliates for the amount of such excess.

2.4    Section 2.4 (Facility Fee). Section 2.4 of the Loan Agreement is amended by deleting it in its entirety and replacing it with the following:

2.4    Facility Fee. A fully earned, non-refundable facility fee of Fifteen Thousand Dollars ($15,000) (the “Facility Fee”) shall be payable by Borrower to Bank on May 14, 2015.

2.5    Section 13 (Definitions).

(a)    The following definitions are added to the list set forth in Section 13.1 of the Loan Agreement in alphabetical order:

“Non-Formula Advance” means an advance (or advances) under the Non-Formula Loan.

“Non-Formula Amount” is Five Million Dollars ($5,000,000).

“Non-Formula Applicable Rate” is a per annum rate equal to the Prime Rate plus one and one quarter of one percent (1.25%)

“Non-Formula Loan” is defined in Section 2.1.3(a).

“Non-Formula Loan Eligible” means at such times that Borrower’s Net Cash is equal to or greater than Twenty Million Dollars ($20,000,000); provided, however, that Borrower shall not be Non-Formula Loan Eligible during the continuance of an Event of Default. At any time that Borrower’s Net Cash is less than Twenty Million Dollars ($20,000,000), Borrower will not be Non-Formula Loan Eligible until such time as Bank confirms that (a) Borrower’s Net Cash is equal to or greater than Twenty Million Dollars ($20,000,000) as of such date and (b) Borrower’s Net Cash was equal to or greater than Twenty Million Dollars ($20,000,000) at all times during the immediately preceding Reconciliation Period.

3

(b)    The definition of “Eligible Accounts” set forth in Section 13.1 of the Loan Agreement is amended by deleting clauses (c) and (s) thereof in their entirety and replacing them with the following:

(c)    Accounts owing from an Account Debtor which does not have its principal place of business in the United States unless otherwise approved by Bank in writing on a case-by-case basis in its sole discretion; provided, however that the aggregate amount of such Accounts financed hereunder shall not exceed thirty percent (30%) of all Accounts financed hereunder at any time;

(s)    Accounts owing from an Account Debtor with respect to which Borrower has received Deferred Revenue other than Deferred Revenue for support and maintenance contracts (but only to the extent of such Deferred Revenue);

(c)    The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement arc amended by deleting them in their entirety and replacing them with the following:

“Account Advance Maturity Date” is May 14, 2016.

“Credit Extension” is any Advance, Non-Formula Advance, Growth Capital Advance or any other extension of credit by Bank for Borrower’s benefit under this Agreement.

“Facility Amount” is Eighteen Million Seven Hundred Fifty Dollars ($18,750,000).

2.6    Exhibit B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Exhibit B attached hereto.

2.7    Exhibit E (Borrowing Base Certificate). The Borrowing Base Certificate is amended in its entirety and replaced with the Borrowing Base Certificate in the form of Exhibit E 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

3.3    In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (h) no Event of Default has occurred and is continuing;

4.2    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;

4.3    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;

4.4    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, have been duly authorized;

4.5    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 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;

4.6    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 Borrower, except as already has been obtained or made; and

4.7    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.

5

5.     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.

6.     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.

7.     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) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

[Signature page follows.]

6

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		TINTRI, INC.
By:	/s/ Joseph S. Restagno	By:	/s/ Ian Halifax
Name:	Joseph S. Restagno	Name:	Ian Halifax
Title:	Managing Director	Title:	CFO

SECOND AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 10^th day of December, 2014, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (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 (i) did not comply with the covenant in Section 6.2(a)(ii) of Loan Agreement as a result of not delivering its audited consolidated financial statements to Bank within one hundred eighty (180) days after the last day of Borrower’s fiscal year ending January 31, 2014, (ii) did not comply with the covenant set forth in Section 7.2 of the Loan Agreement as a result of not providing Bank with at least thirty (30) days prior written notice of (1) its new chief executive office location at 303 Ravendale Drive, Mountain View, CA 94043 and not causing its landlord at such location to enter into a landlord consent in favor of Bank and (2) its bailee location at Flextronics International (“Flextronics”), [ADDRESS] and not causing its bailee at such location to enter into a bailee agreement in favor of Bank; and (iii) did not comply with the covenants in Sections 6.5 and 7.6 of the Loan Agreement as a result of not providing Bank with prior written notice of and not entering into an account control agreement for its deposit account with Bank of America (the “Existing Defaults”).

D.    Borrower has requested that Bank amend the Loan Agreement to (i) add Intellectual Property as Collateral, (ii) consent to certain Indebtedness, and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein.

E.    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.    Waiver of Existing Defaults. Bank hereby waives Borrower’s Existing Defaults under the Loan Agreement; provided, however, to the extent Borrower will maintain Collateral having any aggregate value of more than Fifty Thousand Dollars ($50,000) with Flextronics, Borrower shall provide Bank with a bailee agreement by Flextronics in favor of Bank and in form and substance satisfactory to Bank. Bank’s agreement to waive the Existing Defaults shall in no way obligate Bank to make any other modifications to the Loan Agreement or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall not limit or impair Bank’s right to demand strict performance of all other terms and covenants as of any date. The waiver set forth above shall not be deemed or otherwise construed to constitute a waiver of any other provisions of the Loan Agreement in connection with any other transaction.

3.    Amendments to Loan Agreement.

3.1    Section 6.2 (Financial Statements, Reports, Certificates). Clause (ii) of Section 6.2(a) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

(ii)    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 (it being understood that Ernst & Young LLP, the Company’s auditors as of the Effective Date is acceptable to Bank); provided that Borrower may deliver to Bank its audited consolidated financial statements for the fiscal year ended January 31, 2014 on or before January 31, 2015.

3.2    Section 6.5 (Accounts). The last sentence of Section 6.5(b) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

The provisions of the previous sentence shall not apply to (i) 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 or (ii) Borrower’s account at Bank of America ending in [        ] provided that if the daily balance in such account exceeds Seventy-Five Thousand Dollars ($75,000) at any time, Borrower shall transfer within five (5) Business Days such amount exceeding Seventy-Five Thousand Dollars ($75,000) into a Collateral Account at Bank, and provided further that such account at Bank of America shall be closed, and the funds therein shall be deposited into a Collateral Account at Bank, no later than May 31, 2015.

3.3    Section 6.7 (Protection of Intellectual Property Rights). Section 6.7 of the Loan Agreement is hereby amended by adding the following after clause (b) thereof as clause (c):

(c)    To the extent not already disclosed in writing to Bank, if Borrower (1) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or

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any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (2) applies for any Patent or the registration of any Trademark, then Borrower shall promptly provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest in such property.

3.4     Section 8 (Events of Default). Section 8 of the Loan Agreement is hereby amended by adding the following after Section 8.10 thereof as Section 8.11:

8.11     Cross-Default with TriplePoint Loan Documents.

An event of default (as such term is defined in the TriplePoint Loan Documents) shall occur and be continuing under the TriplePoint Loan Documents and such event of default is not cured within any applicable grace period provided therein.

3.5     Section 13 (Definitions).

(a)     The following definitions are added to the list set forth in Section 13.1 of the Loan Agreement in alphabetical order:

“IP Agreement” is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Second Amendment Closing Date.

“Second Amendment Closing Date” is December 10, 2014

“TriplePoint” means TriplePoint Venture Growth BDC Corp., a Maryland corporation.

“TriplePoint Indebtedness” is Indebtedness in the principal amount not to exceed Thirty-Five Million Dollars ($35,000,000) under the TriplePoint Loan Documents.

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“TriplePoint Loan Documents” means that certain Plain English Growth Capital Loan and Security Agreement dated December 10, 2014 between Borrower and TriplePoint, and any other agreement, document, promissory note, financing statement, or instrument executed by Borrower in favor of TriplePoint pursuant to or in connection with the TriplePoint Indebtedness, as the same may from time to time be amended, modified, supplemented, extended, renewed, restated or replaced.

“TriplePoint Subordination Agreement” is that certain Subordination Agreement by and between Bank and TriplePoint dated as of the Second Amendment Closing Date.

(b)     The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement are amended by deleting them in their entirety and replacing them with the following:

“Loan Documents” are, collectively, this Agreement, the Warrant, the Perfection Certificate, any Bank Services Agreement, the SVB Control Agreement, the Borrowing Resolutions, the IP Agreement, the TriplePoint Subordination Agreement, any note, or notes or guaranties executed by Borrower, and any other present or future agreement between Borrower and/or for the benefit of Bank in connection with this Agreement, all as amended, restated, or otherwise modified.

(c)     The definition of the term “Permitted Indebtedness” set forth in Section 13.1 of the Loan Agreement is hereby amended by deleting subclause (g) thereof in its entirety and replacing it with the following subclause (g) and adding the following subclause (h):

(g)     the TriplePoint Indebtedness provided that the aggregate principal amount outstanding does not exceed Thirty-Five Million Dollars ($35,000,000); and

(h)     extensions, refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (g) 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.

(d)     The definition of the term “Permitted Liens” set forth in Section 13.1 of the Loan Agreement is hereby amended by adding the following after subclause (j) thereof as subclause (k):

(k)     Liens in favor of TriplePoint securing the TriplePoint Indebtedness permitted under clause (g) of the definition of “Permitted Indebtedness” and subject to the TriplePoint Subordination Agreement.

3.6     Grant of Security Interest. Borrower hereby grants to 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 described on Exhibit A attached hereto, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. All references in the Loan Agreement to Collateral shall be deemed to include the Intellectual Property Collateral (as such term is defined and used in the IP Agreement).

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3.7    Collateral. From and after the date hereof, Exhibit A of the Loan Agreement is replaced in its entirety with Exhibit A attached hereto and all references in the Loan Agreement to the Collateral shall be deemed to refer to Exhibit A attached hereto.

3.8    Exhibit B (Compliance Certificate). From and after the date hereof, Exhibit B of the Loan Agreement is replaced in its entirety with Exhibit B attached hereto, and all references in the Loan Agreement to the Compliance Certificate shall be deemed to refer to Exhibit B attached hereto.

4.    Limitation of Waiver and Amendments.

4.1    The waiver and amendments set forth in Sections 2 and 3 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be, except as set forth herein, 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.

4.2    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.

4.3    In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

5.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

5.1    Immediately after giving effect to this Amendment, including Section 2, (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

5.2    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;

5.3    The organizational documents of Borrower delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

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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, have been duly authorized;

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 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;

5.6    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 Borrower, except as already has been obtained or made; and

5.7    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, (b) the due execution and delivery to Bank of the TriplePoint Subordination Agreement and the IP Agreement by each party thereto, and (c) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment, the TriplePoint Subordination Agreement, and the IP Agreement, and the review of the TriplePoint Loan Documents

[Signature page follows.]

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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		TINTRI, INC.
By:	/s/ Benjamin Yu	By:	/s/ Ken Klein
Name:	Benjamin Yu	Name:	Ken Klein
Title:	V.P.	Title:	President, Chief Executive Officer and Secretary

[Signature Page to Second Amendment to Loan and Security Agreement]

EXHIBIT A

The Collateral consists of all of Borrower’s right, title and interest in and to the following:

All goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including payment intangibles), accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, 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.

EXHIBIT B

SPECIALTY FINANCE DIVISION

Compliance Certificate

I, an authorized officer of TINTRI, INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending                      (all capitalized terms used herein shall have the meaning set forth in this Agreement):

Borrower represents and warrants for each Financed Receivable:

Each Financed Receivable is an Eligible Account;

Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable;

The correct amount is on the Invoice Transmittal and is not disputed;

Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;

Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;

There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;

Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;

Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;

Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral.

No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Additionally, Borrower represents and warrants as follows:

Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects.

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 has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s 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 Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has 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 its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change.

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.

Reporting Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes  No
Annual financial statement (CPA Audited) + CC	FYE within 180 days	Yes  No
A/R & A/P Agings	Monthly within 30 days	Yes  No
Deferred Revenue (if applicable)	Monthly within 30 days	Yes  No
Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding)	Monthly within 30 days	Yes  No
Board Projections	FYE within 30 days of Board Approval	Yes  No

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Net Cash	Performance Pricing Applicable Rate	Applies	Borrowing Base Eligible
Net Cash ³ $5,000,000	WSJ Prime + 0.35%	Yes  No	Yes
Net Cash < $5,000,000	WSJ Prime + 1.75%	Yes  No	No

Net Cash	Non-Formula Loans Non-Formula Applicable Rate	Applies	Non-Formula Loan Eligible
Net Cash ³ $20,000,000	WSJ Prime + 1.25%	Yes  No	Yes
Net Cash < $20,000,000	WSJ Prime + 1.25%	Yes  No	No

The following Intellectual Property was registered (or a registration application submitted) after the Second Amendment Closing Date (if no registrations, state “None”)

All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.

Sincerely,

TINTRI, INC.

Signature

Title

Date

3

THIRD AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 6th day of February, 2015, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (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 consent to the replacement of the commitment of TriplePoint Venture Growth BDC Corp. to lend to Borrower with a commitment of TriplePoint Capital LLC to lend to Borrower.

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 (Definitions).

(a)    The following definition is added to the list set forth in Section 13.1 of the Loan Agreement in alphabetical order:

“Third Amendment Closing Date” is February     , 2015.

(b)    The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement are amended by deleting them in their entirety and replacing them with the following:

“TriplePoint” means TriplePoint Capital LLC, a Delaware limited liability company.

“TriplePoint Loan Documents” means that certain Plain English Growth Capital Loan and Security Agreement dated as of the Third Amendment Closing Date between Borrower and TriplePoint, and any other agreement, document, promissory note, financing statement, or instrument executed by Borrower in favor of TriplePoint pursuant to or in connection with the TriplePoint Indebtedness, as the same may from time to time be amended, modified, supplemented, extended, renewed, restated or replaced.

“TriplePoint Subordination Agreement” is that certain Subordination Agreement by and between Bank and TriplePoint dated as of the Third Amendment Closing Date.

3.    Limitation of Amendments.

3.1    The amendments set forth in Sections 2 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be, except as set forth herein, 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.

3.3    In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle Bank to exercise all rights and remedies provided to Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment, including Section 2, (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    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;

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4.3    The organizational documents of Borrower delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    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, have been duly authorized;

4.5    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 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;

4.6    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 Borrower, except as already has been obtained or made; and

4.7    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.

5.    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.

6.    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.

7.    Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of the TriplePoint Subordination Agreement by each party thereto, and (c) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment, the TriplePoint Subordination Agreement, and the review of the TriplePoint Loan Documents.

[Signature page follows.]

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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		TINTRI, INC.
By:	/s/ Benjamin Yu	By:	/s/ Ken Klein
Name:	Benjamin Yu	Name:	Ken Klein
Title:	V.P.	Title:	CEO

WAIVER AND FOURTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS WAIVER AND FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 20 day of July, 2015, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (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 did not comply with the covenant in Section 6.5 of the Loan Agreement as a result of not closing its deposit account with Bank of America by May 31, 2015 (the “Existing Default”).

D.    Borrower has requested that Bank waive the Existing Default and amend the Loan Agreement as more fully set forth herein.

E.    Bank has agreed to waive the Existing Default and so amend 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.    Waiver of Existing Default. Bank hereby waives Borrower’s Existing Default under the Loan Agreement. Bank’s agreement to waive the Existing Default shall in no way obligate Bank to make any other modifications to the Loan Agreement or to waive Borrower’s compliance with any other terms of the Loan Documents, and shall not limit or impair Bank’s right to demand strict performance of all other terms and covenants as of any date. The waiver set forth above shall not be deemed or otherwise construed to constitute a waiver of any other provisions of the Loan Agreement in connection with any other transaction.

3.    Amendments to Loan Agreement.

3.1    Section 6.5 (Accounts). The last sentence of Section 6.5(b) of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

The provisions of the previous sentence shall not apply to (i) 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 or (ii) Borrower’s account at Bank of America ending in [        ] provided that if the daily balance in such account exceeds One Thousand Dollars ($1,000) at any time, Borrower shall transfer within five (5) Business Days such amount exceeding One Thousand Dollars ($1,000) into a Collateral Account at Bank, and provided further that such account at Bank of America shall be closed, and the funds therein shall be deposited into a Collateral Account at Bank, no later than December 31, 2015.

4.    Limitation of Waiver and Amendments.

4.1    The waiver and amendments set forth in Sections 2 and 3 above are effective for the purposes set forth herein and shall be limited precisely as written and shall not be, except as set forth herein, 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.

4.2    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.

4.3    In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

5.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

5.1    Immediately after giving effect to this Amendment, including Section 2, (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

5.2    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;

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5.3    The organizational documents of Borrower delivered to Bank on or prior to the date hereof are true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

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, have been duly authorized;

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 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;

5.6    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 Borrower, except as already has been obtained or made; and

5.7    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) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

[Signature page follows.]

3

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		TINTRI, INC.
By:	/s/ Benjamin Yu	By:	/s/ Ian Halifax
Name:	Benjamin Yu	Name:	Ian Halifax
Title:	V.P.	Title:	CFO

FIFTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 13th day of May, 2016 but is effective as of May 14, 2016, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (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 (i) extend the Account Advance Maturity Date, (ii) increase the maximum amount of Advances available thereunder, and (iii) make certain other 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 2.1.1(b) (Maximum Advances). Section 2.1.1(b) of the Loan Agreement is amended by deleting the last sentence thereof its entirety and replacing it with the following:

In addition and notwithstanding the foregoing, the aggregate amount of Advances outstanding at any time may not exceed Twenty Million Dollars ($20,000,000) minus the outstanding amount of the Non-Formula Loans.

2.2    Section 2.1.1(f) (Early Termination). Section 2.1.1(f) of the Loan Agreement is amended by deleting the second sentence thereof its entirety and replacing it with the following:

If this Agreement is terminated with respect to Advances (A) by Bank in accordance with clause (ii) in the foregoing sentence, or (B) by Borrower for any reason, Borrower shall pay to Bank a non refundable termination fee in an amount equal to Two Hundred Thousand Dollars ($200,000) (the “Early Termination Fee”).

2.3    Section 2.4 (Facility Fee). Section 2.4 of the Loan Agreement is amended by deleting it in its entirety and replacing it with the following:

2.4    Facility Fee. A fully earned, non-refundable facility fee of Forty Thousand Dollars ($40,000) (the “Facility Fee”) shall be payable by Borrower to Bank in two (2) installments as follows: (a) the first (1^st) installment of Twenty Thousand Dollars ($20,000) shall be payable on the Fifth Amendment Closing Date (provided that Borrower has paid to Bank a good faith deposit of Twenty Thousand Dollars ($20,000) which shall be applied to such installment), and (b) the second (2^nd) installment of Twenty Thousand Dollars ($20,000) shall be payable on the first (1^st) anniversary of the Fifth Amendment Closing Date.

2.4    Section 6 (Affirmative Covenants). Section 6 of the Loan Agreement is hereby amended by adding the following after Section 6.9 thereof as Section 6.10:

6.10    Financial Covenants. Maintain at all times, to be tested as of the last day of each month, unless otherwise noted:

(a)    Adjusted Quick Ratio. An Adjusted Quick Ratio of at least 1.50:1.00 (provided that Borrower shall also maintain Net Cash in an amount of not less than Twenty Million Dollars ($20,000,000)).

2.5    Section 13 (Definitions).

(a)    The following definitions are added to the list set forth in Section 13.1 of the Loan Agreement in alphabetical order:

“Adjusted Quick Ratio” is the ratio of (a) Quick Assets to (b) Current Liabilities, minus current portion of Deferred Revenue, plus the long term portion of outstanding Obligations.

“Current Liabilities” is the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

“Fifth Amendment Closing Date” is May __, 2016.

“Quick Assets” is, on any date, Borrower’s unrestricted cash and Cash Equivalents at Bank and net billed accounts receivable.

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“Total Liabilities” is on any day, obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, but excluding all Subordinated Debt.

(b)    The following terms and their respective definitions set forth in Section 13.1 of the Loan Agreement are amended by deleting them in their entirety and replacing them with the following:

“Account Advance Maturity Date” is two (2) years after the Fifth Amendment Closing Date.

“Facility Amount” is Twenty-Five Million Dollars ($25,000,000).

2.6    Exhibit B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Exhibit B attached hereto.

2.7    Exhibit E (Borrowing Base Certificate). The Borrowing Base Certificate is amended in its entirety and replaced with the Borrowing Base Certificate in the form of Exhibit E attached hereto.

3.    Updated Perfection Certificate. Borrower has delivered an updated Perfection Certificate, dated as of the date hereof, in connection with this Amendment (the “Updated Perfection Certificate”), which Updated Perfection Certificate shall supersede in all respects the prior Perfection Certificate delivered by Borrower to Bank. Borrower and Bank agree that all references in the Loan Agreement and any other Loan Documents to “Perfection Certificate” shall hereinafter be deemed to be a reference to the Updated Perfection Certificate.

4.    Limitation of Amendments.

4.1    The amendments set forth in Sections 2 and 3 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.

4.2    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.

4.3    In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

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5.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

5.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

5.2    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;

5.3    The organizational documents of Borrower delivered to Bank on or prior to the date hereof remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

5.4    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, have been duly authorized;

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 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;

5.6    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 Borrower, except as already has been obtained or made; and

5.7    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.

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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) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK
SILICON VALLEY BANK
By:	/s/ Bryce Gerber
Name:	Bryce Gerber
Title:	Vice President

BORROWER
TINTRI, INC.
By:	/s/ Ian Halifax
Name:	Ian Halifax
Title:	Chief Financial Officer

[Signature Page to Fifth Amendment to Loan and Security Agreement]

EXHIBIT B

SPECIALTY FINANCE DIVISION
Compliance Certificate

I, an authorized officer of TINTRI, INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending _____________________________ (all capitalized terms used herein shall have the meaning set forth in this Agreement):

Borrower represents and warrants for each Financed Receivable:

Each Financed Receivable is an Eligible Account;

Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable;

The correct amount is on the Invoice Transmittal and is not disputed;

Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;

Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;

There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;

Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;

Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;

Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral.

No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Additionally, Borrower represents and warrants as follows:

Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects.

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 has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s 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 Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has 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 its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change.

Borrower is in compliance with the Financial Covenant(s) set forth in Section 6 of this Agreement. 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.

Reporting Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes    No
Annual financial statement (CPA Audited) + CC	FYE within 180 days	Yes    No
A/R & A/P Agings	Monthly within 30 days	Yes    No
Deferred Revenue (if applicable)	Monthly within 30 days	Yes    No
Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding)	Monthly within 30 days	Yes    No
Board Projections	FYE within 30 days of Board Approval	Yes    No

Performance Pricing
Net Cash	Applicable Rate	Applies	Borrowing Base Eligible
Net Cash ³ $5,000,000	WSJ Prime + 0.35%	Yes     No	Yes
Net Cash < $5,000,000	WSJ Prime + 1.75%	Yes     No	No

Non-Formula Loans
Net Cash	Non-Formula Applicable Rate	Applies	Non-Formula Loan Eligible
Net Cash ³ $20,000,000	WSJ Prime + 1.25%	Yes     No	Yes
Net Cash < $20,000,000	WSJ Prime + 1.25%	Yes     No	No

Financial Covenant	Required	Actual	Compliance
Adjusted Quick Ratio (monthly)	1.50:1.00	____:1.00	Yes    No
Net Cash	$20,000,000	$________	Yes    No

The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.

Sincerely,

TINTRI, INC.

Signature

Title

Date

Schedule 1 to Compliance Certificate

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:    ____________________

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:    ____________________

I.    Adjusted Quick Ratio (Section 6.10)

Required:    1.50:1.00

Actual:

A.	Aggregate value of the unrestricted cash and cash equivalents of Borrower at Bank	$	______
B.	Aggregate value of Borrower’s net billed accounts receivable	$	______
C.	Quick Assets (line A plus line B)	$	______
D.	Aggregate value of obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, but excluding all Subordinated Debt, that matures within one (1) year	$	______
E.	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue
F.	Long term portion of the outstanding Obligations	$	______
G.	Line D minus line E plus line F	$	______
H.	Adjusted Quick Ratio (line C divided by line G)		___:___

Is line H equal to or greater than 1.50:1:00?

______ No, not in compliance ______ Yes, in compliance

EXHIBIT E—BORROWING BASE CERTIFICATE

Borrower: TINTRI, INC.

Lender: Silicon Valley Bank

Commitment Amount: $20,000,000

ACCOUNTS RECEIVABLE
1.      Accounts Receivable (invoiced) Book Value as of ____________________	$	_______________
2.      Additions (Please explain on next page)	$	_______________
3.      Less: Intercompany / Employee / Non-Trade Accounts	$	_______________
4.      NET TRADE ACCOUNTS RECEIVABLE	$	_______________
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5.      90 Days Past Invoice Date	$	_______________
6.      Credit Balances over 90 Days	$	_______________
7.      Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)	$	_______________
8.      Foreign Account Debtor Accounts (exceeding 30% of all Accounts)	$	_______________
9.      Foreign Invoiced and/or Collected Accounts	$	_______________
10.    Contra / Customer Deposit Accounts	$	_______________
11.    U.S. Government Accounts	$	_______________
12.    Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts	$	_______________
13.    Accounts with Memo or Pre-Billings	$	_______________
14.    Contract Accounts; Accounts with Progress / Milestone Billings	$	_______________
15.    Accounts for Retainage Billings	$	_______________
16.    Trust / Bonded Accounts	$	_______________
17.    Bill and Hold Accounts	$	_______________
18.    Unbilled Accounts	$	_______________
19.    Non-Trade Accounts (If not already deducted above)	$	_______________
20.    Accounts with Extended Term Invoices (Net 90+)	$	_______________
21.    Chargebacks Accounts / Debit Memos	$	_______________
22.    Product Returns / Exchanges	$	_______________
23.    Disputed Accounts; Insolvent Account Debtor Accounts	$	_______________
24.    Deferred Revenue (other than Maintenance and Support Deferred Revenue) /          Other (Please explain on next page)	$	_______________
25.    Concentration Limits	$	_______________
26.    TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	$	_______________
27.    Eligible Accounts (#4 minus #26)	$	_______________
28.    ELIGIBLE AMOUNT OF ACCOUNTS (80% of #27)	$	_______________
BALANCES
29.    Maximum Loan Amount	$	20,000,000
30.    Present balance of Non-Formula Advances (if applicable) [not to exceed $5,000,000]	$	_______________
31.    Maximum Loan Amount after reduction for Non-Formula Advances (#29 minus #30)
32.    Total Funds Available [Lesser of #28 or #31)]	$	_______________
33.    Present balance owing of Formula Advances	$	_______________
34.    RESERVE POSITION (#32 minus #33)	$	_______________

[Continued on following page.]

Explanatory comments from previous page:

The undersigned represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank.

COMMENTS:

By:
	Authorized Signer

Date:

BANK USE ONLY

Received by:
	AUTHORIZED SIGNER

Date:

Verified:
	AUTHORIZED SIGNER

Date:

Compliance Status: Yes No

SIXTH AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 11th day of August, 2016, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (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 modify the definition of Net Cash.

D.    Bank has agreed to so amend 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 (Definitions). The following definition set forth in Section 13.1 of the Loan Agreement is amended by deleting it in its entirety and replacing it with the following:

“Net Cash” is the sum of (a) all of Borrower’s deposits, unrestricted cash and short-term investments all held at or through Bank less (b) outstanding Advances and Non-Formula Loans.

3.    Limitation of Amendments.

3.1    The amendment set forth in Section 2 above is 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.

3.3    In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle the Bank to exercise all rights and remedies provided to the Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    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;

4.3    The organizational documents of Borrower delivered to Bank on or prior to the date hereof remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    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, have been duly authorized;

4.5    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 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;

4.6    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

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authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made; and

4.7    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.

5.    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.

6.    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.

7.    Effectiveness. This Amendment shall be deemed effective upon the due execution and delivery to Bank of this Amendment by each party hereto.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.

BANK
SILICON VALLEY BANK
By:	/s/ Bryce Gerber
Name:	Bryce Gerber
Title:	Vice President

BORROWER
TINTRI, INC.
By:	/s/ Ron Mathews
Name:	Ron Mathews
Title:	Senior Director Tax & Treasury

[Signature Page to Sixth Amendment to Loan and Security Agreement]

SEVENTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 24th day of February, 2017, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A.    Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (as the same may from time to time be 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 increase the maximum aggregate amount of outstanding Advances and make certain other revisions to the Loan Agreement as more fully set forth herein.

D.    Bank has agreed to so amend 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 6.2(c). Section 6.2(c) of the Loan Agreement is amended by deleting the reference therein to “Eight Hundred Fifty Dollars ($850)” and replacing it with “One Thousand Dollars ($1,000)”.

2.2    Section 6.10(a) (Adjusted Quick Ratio). Section 6.10(a) of the Loan Agreement is amended by deleting it in its entirety and replacing it with the following:

(a)    Adjusted Quick Ratio. An Adjusted Quick Ratio of at least 1.25:1.00 (provided that Borrower shall also maintain Net Cash in an amount of not less than the Net Cash Threshold Amount).

2.3    Section 13 (Definitions).

(a)    The following definition is hereby added to the list set forth in Section 13.1 of the Loan Agreement in alphabetical order:

“Net Cash Threshold Amount” means Fifteen Million Dollars ($15,000,000).

“Non-Formula Amount Increase Date” means the date that Bank receives evidence satisfactory to Bank that Borrower has received, on or after the Seventh Amendment Effective Date, gross proceeds in an aggregate amount of at least Ten Million Dollars ($10,000,000) from (a) TriplePoint under the TriplePoint Indebtedness to the extent permitted under the Loan Documents and/or (b) investors from the sale of equity of Borrower. For the sake of clarity, the Fifteen Million Dollars ($15,000,000) of TriplePoint Indebtedness funded on the Seventh Amendment Effective Date shall not be included in the calculation of gross proceeds triggering the Non-Formula Amount Increase Date.

“Non-Formula Amount Increase End Date” means (a) July 10, 2017 if the Non-Formula Amount Increase Date has not occurred on or prior to July 10, 2017 and (b) September 10, 2017 if the Non-Formula Amount Increase Date has occurred on or prior to July 10, 2017.

(b)    The following definitions set forth in Section 13.1 of the Loan Agreement are amended by deleting them in their entirety and replacing them with the following:

“Borrowing Base Eligible” means at such times that Borrower’s Net Cash is equal to or greater than the Net Cash Threshold Amount; provided, however, that Borrower shall not be Borrowing Base Eligible during the continuance of an Event of Default. At any time that Borrower’s Net Cash is less than the Net Cash Threshold Amount, Borrower will not be Borrowing Base Eligible until such time as Bank confirms that (a) Borrower’s Net Cash is equal to or greater than the Net Cash Threshold Amount as of such date and (b) Borrower’s Net Cash was equal to or greater than the Net Cash Threshold Amount at all times during the immediately preceding two (2) Reconciliation Periods.

“Non-Formula Amount” is Five Million Dollars ($5,000,000); provided, however, commencing on the Seventh Amendment Effective Date through and including the Non-Formula Amount Increase End Date, the Non-Formula Amount shall be Ten Million Dollars ($10,000,000). On the Non-Formula Amount Increase End Date, to the extent the outstanding principal balance of Non-Formula Loans exceeds Five Million Dollars ($5,000,000), Borrower shall immediately repay to Bank such excess.

“Non-Formula Loan Eligible” means at such times that Borrower’s Net Cash is equal to or greater than the Net Cash Threshold Amount; provided, however, that Borrower shall not be Non-Formula Loan Eligible during the continuance of an Event of Default. At any time that Borrower’s Net Cash is less than the Net Cash Threshold Amount, Borrower will not be Non-Formula Loan Eligible until such time as Bank

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confirms that (a) Borrower’s Net Cash is equal to or greater than the Net Cash Threshold Amount as of such date and (b) Borrower’s Net Cash was equal to or greater than the Net Cash Threshold Amount at all times during the immediately preceding Reconciliation Period.

“Prime Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street Journal or any successor publication thereto as the “prime rate” then in effect; provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Agreement; and provided further that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes unavailable for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors); provided that, in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“TriplePoint Indebtedness” is Indebtedness in the principal amount not to exceed Seventy Million Dollars ($70,000,000) under the TriplePoint Loan Documents.

(c)    Section 13.1 of the Loan Agreement is hereby amended by adding the following term and its definition to Section 13.1 in alphabetical order:

“Seventh Amendment Effective Date” is February 24, 2017.

(d)    The definition of the term “Permitted Indebtedness” set forth in Section 13.1 of the Loan Agreement is hereby amended by deleting subclause (g) thereof and replacing it with the following:

(g)    the TriplePoint Indebtedness provided that the aggregate principal amount outstanding does not exceed Seventy Million Dollars ($70,000,000); and

2.4    Exhibit B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Exhibit B attached hereto.

2.5    Exhibit E (Borrowing Base Certificate). The Borrowing Base Certificate is amended in its entirety and replaced with the Borrowing Base Certificate in the form of Exhibit E attached hereto.

2.6    Success Fee. In consideration of Bank’s agreement to enter into this Amendment, and in addition to, and not in substitution for, any other fees set forth in the Loan Documents, Borrower shall pay to Bank a fully earned, non-refundable success fee (the “Success Fee”) of One Hundred Seventy-Five Thousand Dollars ($175,000) which shall be payable upon the earlier of (a) the closing of an initial public offering of shares of Borrower’s stock or (b) the closing of a sale of Borrower’s stock or other merger with or into any other Person, in which Borrower’s shareholders immediately after such event hold less than fifty-one percent (51%) of

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the fully diluted voting share capital of the surviving Person (such initial public offering or sale, a “Success Fee Trigger Event”). Borrower hereby acknowledges and agrees that if the Obligations are paid in full and the Loan Agreement is terminated, this Section 2.8 and Borrower’s obligation to pay the Success Fee hereunder shall survive and continue. If the Loan Agreement is terminated prior to payment of the Success Fee, Bank shall continue to have such right in perpetuity, until paid. Borrower shall notify Bank of the occurrence of any Success Fee Trigger Event promptly upon the occurrence thereof.

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.

3.3    In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle Bank to exercise all rights and remedies provided to Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

4.    Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1    Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2    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;

4.3    The organizational documents of Borrower delivered to Bank on or prior to the date hereof remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4    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, have been duly authorized;

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4.5    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 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;

4.6    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 Borrower, except as already has been obtained or made; and

4.7    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.

5.    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.

6.    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.

7.    Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto, (b) the due execution and delivery to Bank of the First Amendment to Subordination Agreement by each party thereto, (c) Bank’s receipt of evidence satisfactory to Bank that TriplePoint has (i) extended the maturity date of the TriplePoint Indebtedness to at least August 31, 2018 and (ii) funded an additional Fifteen Million Dollars ($15,000,000) to Borrower under the TriplePoint Indebtedness (for the sake of clarity, such Fifteen Million Dollars ($15,000,000) shall be deemed funded prior to the Seventh Amendment Effective Date and therefore shall not be included as gross proceeds which may trigger the Non-Formula Amount Increase Date), and (d) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment and the First Amendment to Subordination Agreement for which Bank has invoiced Borrower on or prior to the date hereof.

[Signature page follows.]

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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		TINTRI, INC.
By:	/s/ Bryce Gerber	By:	/s/ Ian Halifax
Name:	Bryce Gerber	Name:	Ian Halifax
Title:	Vice President	Title:	CFO

[Signature Page to Seventh Amendment to Loan and Security Agreement]

EXHIBIT B

SPECIALTY FINANCE DIVISION

Compliance Certificate

I, an authorized officer of TINTRI, INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending                      (all capitalized terms used herein shall have the meaning set forth in this Agreement):

Borrower represents and warrants for each Financed Receivable:

Each Financed Receivable is an Eligible Account;

Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable;

The correct amount is on the Invoice Transmittal and is not disputed;

Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;

Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;

There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;

Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;

Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;

Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral.

No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Additionally, Borrower represents and warrants as follows:

Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects.

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 has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s 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 Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has 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 its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change.

Borrower is in compliance with the Financial Covenant(s) set forth in Section 6 of this Agreement. 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.

Reporting Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes    No
Annual financial statement (CPA Audited) + CC	FYE within 180 days	Yes    No
A/R & A/P Agings	Monthly within 30 days	Yes    No
Deferred Revenue (if applicable)	Monthly within 30 days	Yes    No
Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding)	Monthly within 30 days	Yes    No
Board Projections	FYE within 30 days of Board Approval	Yes    No

Performance Pricing
Net Cash	Applicable Rate	Applies	Borrowing Base Eligible
Net Cash ³ $15,000,000*	WSJ Prime + 0.35%	Yes    No	Yes
Net Cash < $15,000,000*	WSJ Prime + 1.75%	Yes    No	No
Non-Formula Loans
Net Cash	Non-Formula Applicable Rate	Applies	Non-Formula Loan Eligible
Net Cash ³ $15,000,000	WSJ Prime + 1.25%	Yes    No	Yes
Net Cash < $15,000,000	WSJ Prime + 1.25%	Yes    No	No
Financial Covenant	Required	Actual	Compliance
Adjusted Quick Ratio (monthly)	1.25:1.00	:1.00	Yes    No
Net Cash	$15,000,000	$	Yes    No

The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.

Sincerely,

TINTRI, INC.

Signature

Title

Date

Schedule 1 to Compliance Certificate

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:                     

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:                    

I. Adjusted Quick Ratio (Section 6.10)

Required:                1.25:1.00

Actual:

A.	Aggregate value of the unrestricted cash and cash equivalents of Borrower at Bank	$
B.	Aggregate value of Borrower’s net billed accounts receivable	$
C.	Quick Assets (line A plus line B)	$
D.	Aggregate value of obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, but excluding all Subordinated Debt, that matures within one (1) year	$
E.	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue
F.	Long term portion of the outstanding Obligations	$
G.	Line D minus line E plus line F	$
H.	Adjusted Quick Ratio (line C divided by line G)	:

Is line H equal to or greater than 1.25:1:00?

             No, not in compliance                      Yes, in compliance

EXHIBIT E - BORROWING BASE CERTIFICATE

Borrower: TINTRI, INC.

Lender: Silicon Valley Bank

Commitment Amount:    $20,000,000

ACCOUNTS RECEIVABLE
1.	Accounts Receivable (invoiced) Book Value as of	$
2.	Additions (Please explain on next page)	$
3.	Less: Intercompany / Employee / Non-Trade Accounts	$
4.	NET TRADE ACCOUNTS RECEIVABLE	$
ACCOUNTS RECEIVABLE DEDUCTIONS (without duplication)
5.	90 Days Past Invoice Date	$
6.	Credit Balances over 90 Days	$
7.	Balance of 50% over 90 Day Accounts (Cross-Age or Current Affected)	$
8.	Foreign Account Debtor Accounts (exceeding 30% of all Accounts)	$
9.	Foreign Invoiced and/or Collected Accounts	$
10.	Contra / Customer Deposit Accounts	$
11.	U.S. Government Accounts	$
12.	Promotion or Demo Accounts; Guaranteed Sale or Consignment Sale Accounts	$
13.	Accounts with Memo or Pre-Billings	$
14.	Contract Accounts; Accounts with Progress / Milestone Billings	$
15.	Accounts for Retainage Billings	$
16.	Trust / Bonded Accounts	$
17.	Bill and Hold Accounts	$
18.	Unbilled Accounts	$
19.	Non-Trade Accounts (If not already deducted above)	$
20.	Accounts with Extended Term Invoices (Net 90+)	$
21.	Chargebacks Accounts / Debit Memos	$
22.	Product Returns / Exchanges	$
23.	Disputed Accounts; Insolvent Account Debtor Accounts	$
24.	Deferred Revenue (other than Maintenance and Support Deferred Revenue) / Other (Please explain on next page)	$
25.	Concentration Limits	$
26.	TOTAL ACCOUNTS RECEIVABLE DEDUCTIONS	$
27.	Eligible Accounts (#4 minus #26)	$
28.	ELIGIBLE AMOUNT OF ACCOUNTS (80% of #27)	$
BALANCES
29.	Maximum Loan Amount	$	20,000,000
30.	Present balance of Non-Formula Advances (if applicable) [not to exceed $5,000,000* ($10,000,000 through 7/10/17 or 9/10/17 upon Non-Formula Amount Increase Date]	$
31.	Maximum Loan Amount after reduction for Non-Formula Advances (#29 minus #30)
32.	Total Funds Available [Lesser of #28 or #31)]	$
33.	Present balance owing of Formula Advances	$
34.	RESERVE POSITION (#32 minus #33)	$

[Continued on following page.]

Explanatory comments from previous page:

The undersigned represents and warrants that this is true, complete and correct, and that the information in this Borrowing Base Certificate complies with the representations and warranties in the Loan and Security Agreement between the undersigned and Silicon Valley Bank.

COMMENTS:			BANK USE ONLY
		Received by:
			AUTHORIZED SIGNER
By:		Date:
	Authorized Signer	Verified:
			AUTHORIZED SIGNER
Date:		Date:
		Compliance Status:	Yes        No

EIGHTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

THIS EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 14th day of March, 2017, but effective as of March 10, 2017, by and between SILICON VALLEY BANK, a California corporation (“Bank”), and TINTRI, INC., a Delaware corporation (“Borrower”).

RECITALS

A. Bank and Borrower have entered into that certain Loan and Security Agreement dated as of May 14, 2013 (as the same may from time to time be 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 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 6.10 (Financial Covenants). Section 6.10 of the Loan Agreement is amended by deleting it in its entirety and replacing it with the following:

6.10 Financial Covenants. Maintain at all times:

(a) Adjusted Quick Ratio. Commencing with the month ending November 30, 2017 and tested as of the last day of each month, an Adjusted Quick Ratio of at least 1.25:1.00 (provided that Borrower shall also maintain Net Cash in an amount of not less than the Net Cash Threshold Amount).

(b) Unrestricted Cash. From March 10, 2017 through October 31, 2017, maintain unrestricted cash and cash equivalents at Bank and Bank’s Affiliates of not less than Twenty-Five Million Dollars ($25,000,000).

2.2 Exhibit B (Compliance Certificate). The Compliance Certificate is amended in its entirety and replaced with the Compliance Certificate in the form of Exhibit B attached hereto.

2.3 Success Fee. In consideration of Bank’s agreement to enter into this Amendment, and in addition to, and not in substitution for, any other fees set forth in the Loan Documents including without limitation the Success Fee set forth in that certain Seventh Amendment to Loan and Security Agreement between Borrower and Bank dated February 24, 2017 (the “Seventh Amendment”), Borrower shall pay to Bank a fully earned, non-refundable success fee (the “Second Success Fee”) of One Hundred Thousand Dollars ($100,000) which shall be payable upon a Success Fee Trigger Event (as defined in the Seventh Amendment). Notwithstanding the foregoing, if Borrower receives, prior to May 31, 2017, gross proceeds from convertible debt or additional equity of at least Twenty Million Dollars ($20,000,000), then the Second Success Fee shall be reduced to Fifty Thousand Dollars ($50,000). Borrower hereby

acknowledges and agrees that if the Obligations are paid in full and the Loan Agreement is terminated, this Section 2.3 and Borrower’s obligation to pay the Second Success Fee hereunder shall survive and continue. If the Loan Agreement is terminated prior to payment of the Second Success Fee, Bank shall continue to have such right in perpetuity, until paid. Borrower shall notify Bank of the occurrence of any Success Fee Trigger Event promptly upon the occurrence thereof.

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.

3.3 In addition to those Events of Default specifically enumerated in the Loan Documents, the failure to comply with the terms of any covenant or agreement contained herein shall constitute an Event of Default and shall entitle Bank to exercise all rights and remedies provided to Bank under the terms of any of the other Loan Documents as a result of the occurrence of the same.

4. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

4.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

4.2 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;

4.3 The organizational documents of Borrower delivered to Bank on or prior to the date hereof remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

4.4 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, have been duly authorized;

4.5 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 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;

4.6 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 Borrower, except as already has been obtained or made; and

4.7 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.

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5. 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.

6. 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.

7. 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) payment of Bank’s legal fees and expenses in connection with the negotiation and preparation of this Amendment for which Bank has invoiced Borrower on or prior to the date hereof.

[Signature page follows.]

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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		TINTRI, INC.
By:	/s/ Bryce Gerber	By:	/s/ Ron Mathews
Name:	Bryce Gerber	Name:	Ron Mathews
Title:	Vice President	Title:	Senior Director Tax & Treasury

[Signature Page to Eighth Amendment to Loan and Security Agreement]

EXHIBIT B

SPECIALTY FINANCE DIVISION

Compliance Certificate

I, an authorized officer of TINTRI, INC. (“Borrower”) certify under the Loan and Security Agreement (as amended, the “Agreement”) between Borrower and Silicon Valley Bank (“Bank”) as follows for the period ending                      (all capitalized terms used herein shall have the meaning set forth in this Agreement):

Borrower represents and warrants for each Financed Receivable:

Each Financed Receivable is an Eligible Account;

Borrower is the owner with legal right to sell, transfer, assign and encumber such Financed Receivable;

The correct amount is on the Invoice Transmittal and is not disputed;

Payment is not contingent on any obligation or contract and Borrower has fulfilled all its obligations as of the Invoice Transmittal date;

Each Financed Receivable is based on an actual sale and delivery of goods and/or services rendered, is due to Borrower, is not past due or in default, has not been previously sold, assigned, transferred, or pledged and is free of any liens, security interests and encumbrances other than Permitted Liens;

There are no defenses, offsets, counterclaims or agreements for which the Account Debtor may claim any deduction or discount;

Borrower reasonably believes no Account Debtor is insolvent or subject to any Insolvency Proceedings;

Borrower has not filed or had filed against it Insolvency Proceedings and does not anticipate any filing;

Bank has the right to endorse and/ or require Borrower to endorse all payments received on Financed Receivables and all proceeds of Collateral.

No representation, warranty or other statement of Borrower in any certificate or written statement given to Bank contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement contained in the certificates or statement not misleading.

Additionally, Borrower represents and warrants as follows:

Borrower and each Subsidiary is duly existing and in good standing in its state of formation and qualified and licensed to do business in, and in good standing in, any state 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 cause a Material Adverse Change. The execution, delivery and performance of the Loan Documents have been duly authorized, and do not conflict with Borrower’s organizational documents, nor constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which or by which it is bound in which the default could reasonably be expected to cause a Material Adverse Change.

Borrower has good title to the Collateral, free of Liens except Permitted Liens. All inventory is in all material respects of good and marketable quality, free from material defects.

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 has complied in all material respects with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s 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 Subsidiary has timely filed all required tax returns and paid, or made adequate provision to pay, all material taxes, except those being contested in good faith with adequate reserves under GAAP. Borrower and each Subsidiary has 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 its business as currently conducted except where the failure to obtain or make such consents, declarations, notices or filings would not reasonably be expected to cause a Material Adverse Change.

Borrower is in compliance with the Financial Covenant(s) set forth in Section 6 of this Agreement. 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.

Reporting Covenant	Required	Complies
Monthly financial statements with Compliance Certificate	Monthly within 30 days	Yes No
Annual financial statement (CPA Audited) + CC	FYE within 180 days	Yes No
A/R & A/P Agings	Monthly within 30 days	Yes No

Deferred Revenue (if applicable)	Monthly within 30 days	Yes No
Borrowing Base Certificate (if Borrowing Base Eligible and any Advances are outstanding)	Monthly within 30 days	Yes No
Board Projections	FYE within 30 days of Board Approval	Yes No

Performance Pricing
Net Cash	Applicable Rate	Applies	Borrowing Base Eligible
Net Cash ³ $15,000,000*	WSJ Prime + 0.35%	Yes No	Yes
Net Cash < $15,000,000*	WSJ Prime + 1.75%	Yes No	No

Non-Formula Loans
Net Cash	Non-Formula Applicable Rate	Applies	Non-Formula Loan Eligible
Net Cash ³ $15,000,000	WSJ Prime + 1.25%	Yes No	Yes
Net Cash < $15,000,000	WSJ Prime + 1.25%	Yes No	No

Financial Covenant	Required	Actual	Compliance
Adjusted Quick Ratio (monthly)*	1.25:1.00	:1.00	Yes No
Net Cash*	$15,000,000	$	Yes No
Unrestricted Cash and Cash Equivalents at Bank and Bank Affiliates**	$25,000,000	$	Yes No

* Commencing with the month ending November 30, 2017

** Through October 31, 2017

The following financial covenant analysis and other information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.

All other representations and warranties in this Agreement are true and correct in all material respects on this date, and Borrower represents that there is no existing Event of Default.

Sincerely,

TINTRI, INC.

Signature

Title

Date

Schedule 1 to Compliance Certificate

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:                                         

Financial Covenants of Borrower

In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern.

Dated:                                         

I. Adjusted Quick Ratio (Section 6.10) (commencing with month ending November 30, 2017)

Required: 1.25:1.00

Actual:

A.	Aggregate value of the unrestricted cash and cash equivalents of Borrower at Bank	$
B.	Aggregate value of Borrower’s net billed accounts receivable	$
C.	Quick Assets (line A plus line B)	$
D.	Aggregate value of obligations that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness, but excluding all Subordinated Debt, that matures within one (1) year	$
E.	Aggregate value of all amounts received or invoiced by Borrower in advance of performance under contracts and not yet recognized as revenue
F.	Long term portion of the outstanding Obligations	$
G.	Line D minus line E plus line F	$
H.	Adjusted Quick Ratio (line C divided by line G)	:

Is line H equal to or greater than 1.25:1:00?

             No, not in compliance              Yes, in compliance

EX-10.15

Exhibit 10.15

OMNIBUS AMENDMENT

THIS OMNIBUS AMENDMENT (this “Amendment”) is given as of June 1, 2017, by Tintrí, Inc., a Delaware corporation (the “Company”), and the undersigned stockholders of the Company.

RECITALS

WHEREAS, the Company and certain of the undersigned stockholders are parties to the Amended and Restated Investors’ Rights Agreement, dated as of July 24, 2015, by and among the Company, each of Kieran Harty and Mark Gritter (the “Founders”) and the Investors listed on Exhibit A thereto (the “Rights Agreement”), the Amended and Restated Voting Agreement, dated as of July 24, 2015, by and among the Company, the Investors listed on Exhibit A thereto and the Common Holders listed on Exhibit B thereto (the “Voting Agreement”), and the Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of July 24, 2015, by and among the Company, the Investors listed on Exhibit A thereto and the Founders (the “ROFR Agreement”, and collectively with the Rights Agreement and Voting Agreement, the “Financing Agreements”), each as amended by the Omnibus Amendment, dated July 28, 2015, by and between the Company and the other parties thereto.

WHEREAS, pursuant to Section 3.4 of the Rights Agreement, the Rights Agreement may be amended only pursuant to a written instrument signed by the Company and the holders of at least 66 and 2/3% of the Registrable Securities (as defined in the Rights Agreement) then outstanding, excluding the Founders’ Stock (as defined in the Rights Agreement) (the “Requisite Rights Agreement Consent Holders”).

WHEREAS, pursuant to Section 6.4 of the Voting Agreement, the Voting Agreement may be amended only pursuant to a written instrument signed by the Company, the Majority in Interest of the Common Holders, and the Investors holding a Requisite Interest of the Preferred (each as defined in the Voting Agreement) (the “Requisite Voting Agreement Consent Holders”).

WHEREAS, pursuant to Section 4.2 of the ROFR Agreement, the ROFR Agreement may, subject to certain conditions, be amended or waived only pursuant to a written instrument signed by the Company, the holders of at least 66 and 2/3% of the Preferred Stock then held by the Major Investors and the holders of a majority of the Founders’ Shares (each as defined in the ROFR Agreement) (the “Requisite ROFR Agreement Consent Holders” and collectively with the Requisite Rights Agreement Consent Holders and the Requisite Voting Agreement Consent Holders, the “Requisite Consent Holders”).

WHEREAS, the Company and the Requisite Consent Holders now desire to amend the Financing Agreements as set forth herein.

AGREEMENT

The parties therefore agree that each of the Financing Agreements is hereby amended as follows:

SECTION 1. AMENDMENTS

1.1 Rights Agreement.

(a) Section 1.1(h) of the Rights Agreement is amended and restated in its entirety as follows:

“(h) “Major Investor” means any Investor that holds at least 650,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock, Series F-2 Preferred Stock, and Common Stock issued upon conversion thereof (subject to adjustment for stock splits, stock dividends, combinations, reclassifications or the like). A Major Investor includes any general partners, managing members and affiliates of a Major Investor, including Affiliated Funds;”

(b) Section 1.1(k) of the Rights Agreement is amended and restated in its entirety as follows:

“(k) Registrable Securities” means (i) the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock, Series E-2 Preferred Stock, Series F Preferred Stock and Series F-2 Preferred Stock held by the Holders and any assignee thereof in accordance with Section 1.12, (ii) the shares of Common Stock issuable upon the conversion or exercise of those certain Warrants to Purchase Common Stock issued to certain Investors on or about June [1], 2017, (iii) the Founders’ Stock, provided, however, that for the purposes of Section 1.2, Section 1.4 or Section 1.13, the Founders’ Stock shall not be deemed Registrable Securities and the Founders shall not be deemed Holders, (iv) any shares of Common Stock acquired by Investors pursuant to that certain Securities Purchase Agreement dated June 11, 2014 by and among Marcus Chambers and the Purchasers named on Exhibit B thereto, and (v) any other shares of Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in clauses (i) through (iv) above; excluding, however, in all cases any Registrable Securities sold in a transaction in which the rights under this Agreement are not assigned, or any shares for which registration rights have terminated pursuant to Section 1.15;

(c) Section 1.1 of the Rights Agreement is amended by adding a new subsection (v) between existing the current Section (u) and (v) as follows (and correspondingly re-labeling subsection (v) as subsection (w)):

“(v) “Series E-2 Preferred Stock” shall mean shares of the Company’s Series E-2 Preferred Stock, par value $0.0005 per share, issued pursuant to that certain Exchange Agreement, dated as of [ ], 2017, by and among the Company and certain holders of Series E Preferred Stock and Series F Preferred Stock (the “Exchange Agreement”).”

(d) Section 1.1 of the Rights Agreement is amended by adding a new subsection (x) as follows:

“(x) “Series F-2 Preferred Stock” shall mean shares of the Company’s Series F-2 Preferred Stock, par value $0.0005 per share, issued pursuant to the Exchange Agreement.”

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(e) Section 2.3(d) of the Rights Agreement is amended and restated in its entirety as follows:

“(d) The Right of First Offer in this Section 2.3 shall not be applicable to the issuance or sale of Exempted Securities (as defined in the Restated Certificate). In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor and any subsequent securities issuance, if (A) at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act, and (B) such subsequent securities issuance is otherwise being offered only to accredited investors. For avoidance of doubt, the Investors agree that this Section 2.3 operates so that the parties to the Prior Agreement do not have the contractual right under the Prior Agreement or this Agreement to purchase the Series F-2 Preferred Stock or Series E-2 Preferred Stock issued pursuant to the Exchange Agreement or Common Stock issuable upon conversion thereof.”

(f) Section 3.4(c) of the Rights Agreement is amended and restated in its entirety as follows:

“(c) Notwithstanding Section 3.4(a) and Section 3.4(b), the Right of First Offer set forth in Section 2.3 may not be waived or terminated or otherwise amended with respect to the holders of Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock without the prior written consent of the holders of at least 66 2/3% of the shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock then outstanding, voting together as a single class.”

(g) Section 3.4(d) of the Rights Agreement is amended and restated in its entirety as follows:

“(d) Notwithstanding Section 3.4(a), Section 3.4(b) and Section 3.4(c), the Right of First Offer set forth in Section 2.3 may not be waived or terminated or otherwise amended with respect to the holders of Series F Preferred Stock or Series F-2 Preferred Stock without the prior written consent of the holders of at least 53% of the shares of Series F Preferred Stock and Series F-2 Preferred Stock then outstanding, voting together as a single class.”

(h) Section 3.4(e) of the Rights Agreement is amended and restated in its entirety as follows:

“(e) Notwithstanding any provision of this Agreement to the contrary and so long as at least 1,500,000 shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, such amendment or waiver will require the approval of at least 66 and 2/3% of the then outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, voting together as a single class, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, Series E

3

Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock.”

(i) Section 3.4(f) of the Rights Agreement is amended and restated in its entirety as follows:

“(f) Notwithstanding any provision of this Agreement to the contrary and so long as at least 2,000,000 shares of Series F Preferred Stock and Series F-2 Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock, such amendment or waiver will require the approval of at least 53% of the then outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a class, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series F Preferred Stock or Series F-2 Preferred Stock, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock.”

1.2 ROFR Agreement.

(a) For purposes of clarity, the term “Preferred Stock” as used in the ROFR Agreement shall refer to all shares of preferred stock of the Company, including, without limitation, the Company’s newly created Series E-2 Preferred Stock and Series F-2 Preferred Stock.

(b) Section 4.2 of the ROFR Agreement is amended and restated in its entirety as follows:

“4.2 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of (a) the Company, (b) the holders of at least 66 and 2/3% of the Preferred Stock then held by the Major Investors and (c) the holders of a majority of the Founders’ Shares (or their respective successors and assigns). Notwithstanding any provision of this Agreement to the contrary and so long as at least 1,500,000 shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock in relation to the other series of Preferred Stock, such amendment or waiver will require the approval of at least 66 and 2/3% of the then outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, voting together as a single class, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to

4

redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock. Notwithstanding any provision of this Agreement to the contrary and so long as at least 2,000,000 shares of Series F Preferred Stock and Series F-2 Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock in relation to the other series of Preferred Stock, such amendment or waiver will require the approval of at least 53% of the then outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a class, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series F Preferred Stock or Series F-2 Preferred Stock, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock. Any amendment or waiver effected in accordance with this Section 4.2 shall be binding upon the Company, the holders of Preferred Stock and any holder of Founders’ Shares, and each of their respective successors and assigns.”

1.3 Voting Agreement.

(a) Section 1.1(a) of the Voting Agreement is amended and restated in its entirety as follows:

“(a) one member of the Board of Directors designated by Silver Lake Kraftwerk Fund, L.P. and its affiliates (“Silver Lake”), who shall initially be Adam Grosser, for as long as Silver Lake holds at least 500,000 shares (as may be subsequently adjusted for splits, dividends or similar recapitalizations) of Series F Preferred Stock; or should Silver Lake fail to hold at least 500,000 shares (as may be subsequently adjusted for splits, dividends or similar recapitalizations) of Series F Preferred Stock, one member of the Board of Directors designated by the holders of a majority of the outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock, voting together as a class, for so long as at least 1,000,000 shares (as may be subsequently adjusted for splits, dividends or similar recapitalizations) of Series F Preferred Stock and Series F-2 Preferred Stock, collectively, remain outstanding;”

(b) Section 1.1(b) of the Voting Agreement is amended and restated in its entirety as follows:

“(b) one member of the Board of Directors designated by Insight Venture Partners VIII, L.P. (“Insight VIII”), who is currently Jeff Horing, for as long as Insight VIII, Insight Venture Partners (Delaware) VIII, L.P., Insight Venture Partners (Cayman) VIII, L.P., and Insight Venture Partners VIII (Co-Investors), L.P. (together with their respective affiliates, permitted transferees, successors and assigns, collectively, “Insight”) holds at least 500,000 shares (as may be subsequently adjusted for splits,

5

dividends or similar recapitalizations) of Series E Preferred Stock; or should Insight fail to hold at least 500,000 shares (as may be subsequently adjusted for splits, dividends or similar recapitalizations) of Series E Preferred Stock, one member of the Board of Directors designated by the holders of a majority of the outstanding shares of Series E Preferred Stock and Series E-2 Preferred Stock, voting together as a class, for so long as at least 1,000,000 shares (as may be subsequently adjusted for splits, dividends or similar recapitalizations) of Series E Preferred Stock and Series E-2 Preferred Stock, collectively, remain outstanding;”

(c) Section 2.6 of the Voting Agreement is amended and restated in its entirety as follows:

“2.6 Compensation Committee. The Board of Directors shall maintain a compensation committee comprised of at least one director designated by the holders of Series A Preferred Stock, one director designated by the holders of the Series B Preferred Stock and one director designated by the holders of Series E Preferred Stock and Series E-2 Preferred Stock, voting together as a single class, for the purpose of, among other things, reviewing and determining the compensation of the Company’s executive officers.”

(d) Section 6.4(d) of the Voting Agreement is amended and restated in its entirety as follows:

“(d) Notwithstanding any provision of this Agreement to the contrary and so long as at least 2,000,000 shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock in relation to the other series of Preferred Stock, such amendment or waiver will require the approval of at least 66 and 2/3% of the then outstanding shares of Series E Preferred Stock, Series E-1 Preferred Stock and Series E-2 Preferred Stock, voting together as a single class, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series E Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock.”

(e) Section 6.4(e) of the Voting Agreement is amended and restated in its entirety as follows:

“(e) Notwithstanding any provision of this Agreement to the contrary and so long as at least 1,500,000 shares of Series F Preferred Stock and Series F-2 Preferred Stock, collectively, remain outstanding, if any waiver or amendment to this Agreement adversely and disproportionately affects the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock in relation to the other series of Preferred Stock, such amendment or waiver will require the approval of at least 53% of the then outstanding shares of Series F Preferred Stock and Series F-2 Preferred Stock,

6

voting together as a single class, provided, however, that the creation, authorization or issuance by the Company of any equity security (including any security convertible into or exercisable for any equity security) having rights, preferences or privileges (including with respect to redemption, voting rights, dividends or liquidation or otherwise) senior to, or being on parity with, the Series F Preferred Stock or Series F-2 Preferred Stock, if approved by at least 66 and 2/3% of the then outstanding shares of Preferred Stock, voting together as a class, shall not be deemed to adversely or disproportionately affect the rights, preferences or privileges of the Series F Preferred Stock or Series F-2 Preferred Stock.”

SECTION 2. MISCELLANEOUS

2.1 Requisite Signatories; Effectiveness. The Company represents that, as of the date hereof, the undersigned represent the Requisite Consent Holders. This Amendment shall be binding upon all the parties to the Financing Agreements.

2.2 Effect of Amendment. Except as expressly set forth in this Amendment, (i) the Rights Agreement, the Voting Agreement and the ROFR Agreement remain in full force and effect and (ii) the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of the parties, nor constitute a waiver of any provision of the Financing Agreements.

2.3 Counterparts. This Amendment may be executed and delivered by facsimile signature or by .PDF in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

2.4 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of Delaware, without giving effect to the conflict of law principles thereof.

2.5 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 Amendment.

(Signature Page Follows)

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This Amendment is executed by the undersigned as of the date first written above.

COMPANY:
TINTRÍ, INC.
By:	/s/ Ken Klein
Name: Ken Klein
Title: Chairman and Chief Executive Officer

(Signature Page to Omnibus Amendment)

This Amendment is executed by the undersigned as of the date first written above.

STOCKHOLDER:
SILVER LAKE KRAFTWERK FUND, L.P.
By:	Silver Lake Technology Associates Kraftwerk, L.P., its general partner
By:	/s/ Adam Grosser
	Name: Adam Grosser
	Title: Managing Director
SILVER LAKE TECHNOLOGY INVESTORS KRAFTWERK, L.P.
By:	Silver Lake Technology Associates Kraftwerk, L.P., its general partner
By:	/s/ Adam Grosser
	Name: Adam Grosser
	Title: Managing Director
Address:
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
Attention: Karen M. King

(Signature Page to Omnibus Amendment)

This Amendment is executed by the undersigned as of the date first written above.

STOCKHOLDER:
INSIGHT VENTURE PARTNERS VIII, L.P.
By:	Insight Venture Associates VIII, L.P. its General Partner
By:	Insight Venture Associates VIII, Ltd., its General Partner
By:	/s/ Blair M. Flicker
Name: Blair M. Flicker
Title: Vice President
INSIGHT VENTURE PARTNERS (DELAWARE) VIII, L.P.
By:	Insight Venture Associates VIII, L.P. its General Partner
By:	Insight Venture Associates VIII, Ltd., its General Partner
By:	/s/ Blair M. Flicker
Name: Blair M. Flicker
Title: Vice President

(Signature Page to Omnibus Amendment)

This Amendment is executed by the undersigned as of the date first written above.

STOCKHOLDER:
INSIGHT VENTURE PARTNERS (CAYMAN) VIII, L.P.
By:	Insight Venture Associates VIII, L.P. its General Partner
By:	Insight Venture Associates VIII, Ltd., its General Partner
By:	/s/ Blair M. Flicker
Name: Blair M. Flicker
Title: Vice President
INSIGHT VENTURE PARTNERS VIII (CO-INVESTORS), L.P.
By:	Insight Venture Associates VIII, L.P. its General Partner
By:	Insight Venture Associates VIII, Ltd., its General Partner
By:	/s/ Blair M. Flicker
Name: Blair M. Flicker
Title: Vice President

(Signature Page to Omnibus Amendment)

This Amendment is executed by the undersigned as of the date first written above.

STOCKHOLDER:
LIGHTSPEED VENTURE PARTNERS VIII, L.P.
By:	Lightspeed General Partner VIII, L.P., its General Partner
By:	Lightspeed Ultimate General Partner VIII, Ltd., its General Partner
By:	/s/ Christopher Schaepe
Christopher Schaepe, Duly Authorized Signatory
Address:
Lightspeed Venture Partners
2200 Sand Hill Road
Menlo Park, California 94025
Attention: Christopher Schaepe

(Signature Page to Omnibus Amendment)

This Amendment is executed by the undersigned as of the date first written above.

STOCKHOLDER:
NEW ENTERPRISE ASSOCIATES 12, LIMITED PARTNERSHIP
By:	NEA Partners 12, Limited Partnership, its General Partner
By:	NEA 12 GP, LLC, its General Partner
By:	/s/ Louis S. Citron
Name:	Louis S. Citron
	(print)
Title:	Chief Legal Officer

(Signature Page to Omnibus Amendment)

This Amendment is executed by the undersigned as of the date first written above.

STOCKHOLDER:
MENLO VENTURES XI, L.P.
By:	MV MANAGEMENT XI, L.L.C. Its General Partner
By:	/s/ Mark Siegel
Name: Mark Siegel
Title: Managing Director
MMEF XI, L.P.
By:	MV MANAGEMENT XI, L.L.C. Its General Partner
By:	/s/ Mark Siegel
Name: Mark Siegel
Title: Managing Director
Address:
Menlo Ventures
2884 Sand Hill Road, Suite 100
Menlo Park, California 94025
Attention: Mark Siegel

(Signature Page to Omnibus Amendment)

This Amendment is executed by the undersigned as of the date first written above.

STOCKHOLDER:

/s/ Kieran Harty

KIERAN HARTY

(Signature Page to Omnibus Amendment)

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF TINTRI, INC.

The names of the Company’s subsidiaries are omitted. Such subsidiaries would not, if considered in the aggregate as a single subsidiary, constitute a significant subsidiary within the meaning of Item 601(b)(21)(ii) of Regulation S-K.

EX-23.1

Exhibit 23.1

When the transactions referred to in note 16(i) and 16(l) of the notes to the consolidated financial statements have been consummated, we will be in a position to render the following consent.

/s/ KPMG LLP

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Tintri, Inc.:

We consent to the use of our report dated June 1, 2017 included herein and to the reference to our firm under the heading “Experts” in the prospectus.

San Francisco, California

June 1, 2017, except as to

note 16(i) and 16(l), which are as of

COVER

June 1, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:	Barbara C. Jacobs
	Ryan Rohn
	Stephen Krikorian
	Mitchell Austin
Re:	Tintri, Inc.
	Registration Statement on Form S-1
	Filed June 1, 2017
	CIK No. 0001554875

Ladies and Gentlemen:

On behalf of our client, Tintri, Inc. (“Tintri” or the “Company”), we submit this letter to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in connection with the filing of the above referenced Registration Statement on Form S-1 (the “Registration Statement”). The Registration Statement also includes an r-tagged version showing changes to the last confidential submission on March 14, 2017.

We acknowledge the Staff’s oral comment on or about April 6, 2017, requesting that the Company provide all three GAAP free cash flow numbers where non-GAAP free cash flow numbers are provided and, in response, have revised our disclosures on pages 13, 60, 61 and 74 of the Registration Statement.

*    *    *

Securities and Exchange Commission

June 1, 2017

Page 2

If you have any questions or require additional information, please feel free to contact me at (650) 849-3223 or tjeffries@wsgr.com.

Sincerely,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Tony Jeffries

Enclosures

cc (w/o encl.):

Ken Klein, Tintri, Inc.

Ian Halifax, Tintri, Inc.

Mike Coleman, Tintri, Inc.

Michael Coke, Wilson Sonsini Goodrich & Rosati, P.C.

Ben Hance, Wilson Sonsini Goodrich & Rosati, P.C.

Richard A. Kline, Goodwin Procter LLP

An-Yen E. Hu, Goodwin Procter LLP