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TABLE OF CONTENTS
MONGODB, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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As filed with the Securities and Exchange Commission on October 6, 2017.

Registration Statement No. 333-220557


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



AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



MONGODB, INC.
(Exact name of registrant as specified in its charter)




Delaware
(State or other jurisdiction of
incorporation or organization)

 

7372
(Primary Standard Industrial
Classification Code Number)
229 W. 43rd Street, 5th Floor
New York, NY 10036
646-727-4092

 

26-1463205
(I.R.S. Employer
Identification Number)

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



Dev Ittycheria
President and Chief Executive Officer
MongoDB, Inc.
229 W. 43rd Street, 5th Floor
New York, NY 10036
646-727-4092
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Babak Yaghmaie
Eric Jensen
Nicole Brookshire
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036
212-479-6000

 

Michael Gordon
Andrew Stephens
MongoDB, Inc.
229 W. 43rd Street, 5th Floor
New York, NY 10036
646-727-4092

 

Jeffrey D. Saper
Michael C. Labriola
Megan J. Baier
Wilson Sonsini Goodrich & Rosati, P.C.
1301 Avenue of the Americas, 40th Floor
New York, NY 10019
212-999-5800

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



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

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

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

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



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

Large Accelerated Filer  o   Accelerated Filer  o   Non-accelerated Filer  ý   Smaller Reporting Company  o

Emerging growth company  ý

           If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act of 1933, as amended.  o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of Securities
to be Registered

  Amount to be
Registered (1)

  Proposed
Maximum
Offering Price
Per Share

  Proposed
Maximum
Aggregate
Offering Price (2)

  Amount of
Registration
Fee (3)

 

Class A Common Stock, $0.001 par value per share

  9,200,000   $20.00   $184,000,000   $22,908

 

(1)
Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes shares that the underwriters have the option to purchase.

(2)
Estimated solely for purposes of computing the amount of the registration fee.

(3)
The registrant previously paid $11,590 in connection with the original filing of this Registration Statement on September 21, 2017.



            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 that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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

PRELIMINARY PROSPECTUS (Subject to Completion)
Issued October 6, 2017

8,000,000 Shares

LOGO

Class A Common Stock



        MongoDB, Inc. is offering 8,000,000 shares of its Class A common stock. This is our initial public offering, and no public market currently exists for our shares of Class A Common Stock. We anticipate that the initial public offering price of the Class A common stock will be between $18.00 and $20.00 per share.



        We have two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock will be entitled to ten votes per share and will be convertible into one share of Class A common stock at any time. Outstanding shares of Class B common stock will represent approximately 98% of the voting power of our outstanding capital stock immediately following the closing of this offering, with our directors and executive officers and their affiliates holding approximately 70%, assuming in each case no exercise of the underwriters' over-allotment option.



        We have applied to list our Class A common stock on the NASDAQ Global Market under the symbol "MDB."



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



PRICE $             PER SHARE



           
 
 
  Price to Public
  Underwriting
Discounts and
Commissions (1)

  Proceeds to
MongoDB

 

Per Share

  $                       $                       $                    
 

Total

  $                       $                       $                    

 

(1)
See "Underwriting" for a description of the compensation payable to the underwriters.

        We have granted the underwriters the right to purchase up to an additional 1,200,000 shares of Class A common stock to cover over-allotments.

        The Securities and Exchange Commission and state securities 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 Class A common stock to purchasers on                                    , 2017.



Morgan Stanley   Goldman Sachs & Co. LLC   Barclays   Allen & Company LLC
Stifel   Canaccord Genuity   JMP Securities

   

                    , 2017


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LOGO


TABLE OF CONTENTS

 
  Page  

Prospectus Summary

    1  

Risk Factors

    16  

Special Note Regarding Forward-Looking Statements

    48  

Industry and Market Data

    49  

Use of Proceeds

    50  

Dividend Policy

    51  

Capitalization

    52  

Dilution

    55  

Selected Consolidated Financial Data

    58  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    60  

Business

    87  

Management

    106  

Executive Compensation

    114  

Certain Relationships and Related Party Transactions

    128  

Principal Stockholders

    130  

Description of Capital Stock

    133  

Shares Eligible for Future Sale

    139  

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders

    142  

Underwriting

    146  

Legal Matters

    153  

Experts

    153  

Where You Can Find Additional Information

    153  

Index to Consolidated Financial Statements

    F-1  



        You should rely only on the information contained in this document and any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by us or on our behalf. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.

         Through and including                , 2017 (25 days after the date of this prospectus), all dealers that effect transactions in our Class A common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

        For investors outside the United States: We and the underwriters have not done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside of the United States.

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PROSPECTUS SUMMARY

         This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Class A common stock, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus and the information set forth under the sections titled "Risk Factors," "Special Note Regarding Forward-Looking Statements," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." Unless the context otherwise requires, we use the terms "MongoDB," "company," "our," "us," and "we" in this prospectus to refer to MongoDB, Inc. and, where appropriate, our consolidated subsidiaries. Our fiscal year ends January 31.


MONGODB, INC.

Overview

        MongoDB is the leading modern, general purpose database platform. Our platform unleashes the power of software and data for developers and the applications they build.

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. To compete effectively in today's global, data-driven market environment, organizations must provide their end-users with applications that capture and leverage the vast volumes and varieties of available data. As a result, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

        A database is at the heart of every software application. As a result, selecting a database is a highly strategic decision that directly affects developer productivity, application performance and organizational competitiveness. We built our platform to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our platform addresses the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of legacy databases. This allows software developers to build or modernize applications quickly and intuitively, making developers more productive and giving their organizations a competitive advantage.

        Relational databases were first developed in the 1970s and their underlying architecture remains largely unchanged even though the nature of applications, how they are deployed and their role in business have evolved dramatically. Modern software development is highly iterative and requires flexibility. Relational databases were not built to support the volume, variety and velocity of data being generated today, hindering application performance and developer productivity. In a relational database environment, developers are often required to spend significant time fixing and maintaining the linkages between modern applications and the rigid database structures that are inherent in relational offerings. Further, relational databases were built before cloud computing was popularized and were not designed for "always-on" globally distributed deployments. These factors have left developers and their organizations in need of more agile and effective database alternatives. A number of non-relational database alternatives, sometimes called NoSQL, have attempted to address the limitations of relational databases, but they have not achieved widespread developer mindshare and marketplace adoption. Based on DB-Engines' rankings, we have been the leading modern database by popularity worldwide since 2013. When we refer to a modern database, we are referring to a database that was originally commercialized after the year 2000 and that is designed for globally distributed deployments.

        Our unique platform architecture combines the best of both relational and non-relational databases. We believe our core platform differentiation is driven by our ability to address the needs of

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organizations for performance, scalability, flexibility and reliability while maintaining the strengths of relational databases. Our document-based architecture enables developers to manage data in a more natural way, making it easy and intuitive for developers to rapidly and cost-effectively build, modernize, deploy and maintain applications, thereby increasing developer productivity. Customers can run our platform in any environment, depending on their operational requirements: in the cloud, on-premise or in a hybrid environment.

        We believe we have a highly differentiated business model. Our platform is offered under a software subscription business model, with subscription revenue accounting for 90% and 91% of our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. Our Community Server offering may be downloaded multiple times by an individual user prior to any subsequent subscription purchase. This allows developers to evaluate our platform in a frictionless manner, which we believe has contributed to our platform's popularity and driven enterprise adoption of our subscription offering. Our software has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone. We provide our platform under a licensing model that protects our intellectual property and supports our software subscription business model.

        We have experienced rapid growth. As of July 31, 2017, we had over 4,300 customers across a wide range of industries and in more than 85 countries, compared to over 1,700 and 3,200 customers as of January 31, 2016 and 2017, respectively. Our customers include over half of the Global Fortune 100 companies. As of July 31, 2017, we had over 1,350 customers that were sold through our direct sales force and channel partners, as compared to over 900 and over 1,200 such customers as of January 31, 2016 and 2017, respectively. These customers accounted for 96%, 95% and 92% of our subscription revenue for the fiscal years ended January 31, 2016 and 2017 and the six months ended July 31, 2017, respectively. For the fiscal years ended January 31, 2015, 2016 and 2017, our total revenue was $40.8 million, $65.3 million and $101.4 million, respectively, representing year-over-year growth of 60% for fiscal year 2016 and 55% for fiscal year 2017. For the six months ended July 31, 2017, our total revenue was $68.0 million, representing a 51% increase over revenue for the six months ended July 31, 2016. We believe our net annual recurring revenue, or ARR, expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates the attractiveness of our platform to our customers. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Cohort and Contribution Margin Analyses—Direct Customer Cohort Analysis" for a description of ARR and a discussion of net ARR expansion rate. Our net loss was $76.7 million, $73.5 million, $86.7 million and $45.8 million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our operating cash flow was $(62.0) million, $(47.0) million, $(38.1) million and $(26.9) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our free cash flow was $(64.7) million, $(47.4) million, $(39.8) million and $(28.5) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. See the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Non-GAAP Free Cash Flow."

Industry Background

        There are a number of important industry trends and market dynamics that are transforming the ways organizations utilize software applications and leverage the underlying data. These include:

Software Applications Are Transforming Business

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. Disruptive companies are leveraging

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software applications to redefine large global industries such as entertainment, financial services, healthcare, hospitality, lodging, retail and transportation. At the same time, more traditional companies that historically have not primarily relied on software innovation as a key differentiator are increasingly modernizing their operations by investing significantly in software application development and hiring developers to differentiate themselves competitively.

Software Developers Are Strategically Important to Organizations

        As software applications have become essential to all businesses, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

        Corporate IT departments have historically dictated the technologies that developers could use. With the rising influence of developers and the prevalence of cloud-based software solutions, developers are increasingly able and empowered to make their own technology choices.

A Database Is at the Heart of Every Application

        Every software application requires a database to store, organize and process data. A database directly impacts an application's performance, scalability, flexibility and reliability. For this reason, the selection of a database is a highly strategic decision impacting application performance and organizational competitiveness. Similarly, as developers modernize or upgrade an existing application, they choose whether a new database can better meet their requirements. Large organizations can have tens of thousands of applications and associated databases.

The Volume, Variety and Velocity of Data Today Complicates Application Development

        The volume, variety and velocity of data generated and accessed through applications worldwide is increasing, driven by the rise of cloud computing, the increasing prevalence of mobile, social and Internet of Things, or IoT, applications, and the low cost of storage. The Cisco Global Cloud Index estimates that 600 zettabytes, or ZBs, of data will be generated annually by all people, machines and things by 2020, up from 145 ZBs generated in 2015. Accompanying this explosion in data volume is an expansion in the variety of data, including data with different structures, often called semi-structured data, and new patterns of data, such as time-series data. This places increasing pressure on the developers who build and maintain software applications to select the right database for an application, to ensure that the database can accommodate the required volume, variety and velocity of data to deliver the desired end-user experience.

Organizations Are Modernizing their IT Infrastructure and Adopting Cloud Architectures

        Organizations worldwide are undergoing a fundamental modernization of legacy IT infrastructure and rapidly adopting cloud or hybrid architectures. As developers re-platform existing applications, they have the opportunity to re-evaluate the underlying database platform that the application is built on to ensure that it will support the functionality required today and is flexible enough to adapt to future requirements. In addition, organizations prefer solutions that do not lock them in to any one public cloud provider, which limits their flexibility and exposes them to potential cost increases over time.

Limitations of Relational and Other Existing Databases

        Relational databases were first developed in the 1970s. These legacy databases became the foundational technology for mainframe and client server-based applications, providing sophisticated and efficient access to data, guarantees of data integrity and valuable enterprise-oriented features, including management tools and integrations. These core capabilities remain important today.

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        The underlying architecture of relational databases, however, remains largely unchanged even though the nature of applications, how they are deployed and their role in business have evolved dramatically. Relational databases were not built to deliver the performance, scalability, flexibility and reliability required by modern applications. These legacy databases use rigid, inflexible schemas, where data is stored in tables of rows and columns, and where even simple schema changes can be complicated. Modern software development is highly iterative and requires flexibility, and this rigid structure makes it costly and time consuming for developers to build, maintain and update applications as required. Further, relational databases were built before cloud computing was popularized and were not designed for "always-on" globally distributed deployments. All of these factors hinder developer productivity and reduce organizational competitiveness, leaving developers and their organizations in need of more effective, more agile, lower cost database solutions.

        A number of non-relational database alternatives have attempted to address the limitations of relational databases. However, in attempting to solve the challenges of legacy relational databases, many of these vendors have made architectural choices that compromised many of the core capabilities of relational databases, limiting these vendors to a relatively narrow set of use cases. As a result, they have not achieved widespread developer mindshare and marketplace adoption.

Our Market Opportunity

        The database market is one of the largest in the software industry. According to IDC, the worldwide database software market, which it refers to as structured data management software, was $44.6 billion in 2016 and is expected to grow to $61.3 billion in 2020, representing an 8% compound annual growth rate. Legacy database vendors have historically dominated this market. We believe this market is one of the few within the enterprise technology stack that has yet to be disrupted by a modern alternative, creating our opportunity.

Our Unique Approach to Our Opportunity

        We believe that there are two important and highly differentiating aspects of our approach to the large and highly strategic database market.

        Our Unique Platform Architecture.     Our platform architecture, called our Nexus Architecture, combines the best of both relational and non-relational databases. Our Nexus Architecture delivers the benefits of relational databases, including sophisticated and efficient access to data, guarantees of data integrity and enterprise management tools and integrations, while providing the scalability, flexibility and always-on reliability required for modern applications. Our design choices allow us to support a broad range of application use cases and increase the appeal for organizations to standardize on our platform, further contributing to the broad scope of our market opportunity. In fiscal year 2017, approximately 30% of our new business resulted from the migration of applications from relational databases.

        Our Unique Business Model.     We believe we have a highly differentiated business model that combines the developer mindshare and adoption benefits of open source with the economic benefits of a proprietary software subscription business model. To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. This allows developers to evaluate our platform in a frictionless manner, which we believe has contributed to our platform's popularity among developers and driven enterprise adoption of our subscription offering. Community Server has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone. Unlike software companies built around third-party open source projects, we own the intellectual property of our offerings since we are the creators of the software, enabling our proprietary software subscription business model. Subscription revenue accounted for 90% and 91% of

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our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. The economic attractiveness of our subscription-based model is driven by customer renewals and increasing existing customer subscriptions over time, referred to as land-and-expand.

Our Solution

        MongoDB is the leading, modern database platform, built to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our primary subscription package is MongoDB Enterprise Advanced, our comprehensive offering for enterprise customers that can be run in the cloud, on-premise or in a hybrid environment. MongoDB Enterprise Advanced includes our proprietary database server, advanced security, enterprise management capabilities, our graphical user interface, analytics integrations, technical support and a commercial license to our platform. We also offer MongoDB Atlas, our cloud hosted database-as-a-service, or DBaaS, offering that includes comprehensive infrastructure and management of our Community Server offering. The key differentiators of our platform include:

    We Built a Modern Platform for Applications.   Our founders were frustrated by the challenges of working with legacy database offerings. Our platform was built to address these challenges while maintaining the best aspects of relational databases, allowing developers both to build new, modern applications that could not be built on relational databases and to more quickly and easily modernize existing applications. Core features and capabilities of our platform include:

    Performance.   We deliver the extreme throughput and predictable low-latency required by the most demanding applications and leverage modern server architectures, delivering millions of operations per second.

    Scalability.   Our architecture scales horizontally across thousands of servers, supporting petabytes of data and millions of users in a globally distributed environment.

    Flexibility.   Our document-based architecture easily accommodates the variety of data required by modern applications.

    Reliability.   Our platform includes the critical, advanced security features and fault-tolerance that enterprises demand. It was built to operate in a globally distributed environment for "always-on" applications.

    We Built Our Platform for Developers.   MongoDB was built by developers for developers. We architected our platform with robust functionality and made it easy and intuitive for developers to build, modernize, deploy and maintain applications rapidly and cost-effectively, thereby increasing developer productivity. Our document-based architecture enables developers to manage and interact with data in a more natural way. As a result, developers can focus on the application and end-user experience as they do not have to spend significant time fixing and maintaining the linkages between the application and a rigid relational database structure. We also offer drivers in all leading programming languages, allowing developers to interact with our platform using the programming language of their choice, further increasing developer productivity.

    We Allow Customers to Run Any Application Anywhere.   As a general purpose database, we support applications across a wide range of use cases. Our software is easily configurable, allowing customers to adjust settings and parameters to optimize performance for a specific application and use case. Customers can run our platform in any environment, depending on their operational requirements: in the cloud, on-premise or in a hybrid environment. In addition, customers can deploy our platform in any of the public cloud alternatives, providing them with increased flexibility and cost-optimization opportunities by preventing public cloud vendor lock-in.

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Key Customer Benefits

        Our platform delivers the following key business benefits for our customers:

    Maximize Competitive Advantage through Software and Data.   Our platform is built to support modern applications, allowing organizations to harness the full power of software and data to drive competitive advantage. Developers use our platform to build new, operational and customer-facing applications, including applications that cannot be built on relational databases. As a result, our platform can help drive our customers' ability to compete, improve end-user satisfaction, increase their revenue and gain market share.

    Increase Developer Productivity.   By empowering developers to build or modernize applications quickly and cost-efficiently, we enable developers' agility, accelerating the time-to-revenue for new products.

    Deliver High Reliability for Mission-Critical Deployments.   Our platform is designed to support mission-critical applications by being fault-tolerant and always on, reducing downtime for our customers and minimizing the risk of lost revenue.

    Reduce Total Cost of Ownership.   The speed and efficiency of application development using our platform, coupled with decreased developer resources required for application maintenance, can result in a dramatic reduction in the total cost of ownership for organizations. In addition, our platform runs on commodity hardware, requires less oversight and management from operations personnel and can operate in the cloud or other low-cost environments, leading to reduced application-related costs for our customers.

Our Growth Strategy

        We are pursuing our large market opportunity with growth strategies that include:

    Acquire New Customers.   We believe there is a substantial opportunity to continue to grow our customer base. We benefit from word-of-mouth awareness and frictionless usage and experimentation by the developer community through our Community Server offering. As a result, our direct sales prospects are often familiar with our platform and may have already built applications using our technology. While we sell to organizations of all sizes across a broad range of industries, our key focus is on enterprises that invest more heavily in software application development and deployment. These organizations have a greater need for databases and, in the largest enterprises, can have tens of thousands of applications and associated databases.

    Drive Usage of MongoDB Atlas.   In June 2016, we introduced MongoDB Atlas, our DBaaS offering. This hosted cloud offering is an important part of our run-anywhere solution and allows us to generate revenue from Community Server, converting users who do not need all of the benefits of MongoDB Enterprise Advanced into customers. To accelerate adoption of this hosted cloud offering, we recently introduced tools to easily migrate existing users of our Community Server offering to become customers of MongoDB Atlas.

    Expand Sales Within Our Customer Base.   We seek to grow our sales with our customers in several ways. As an application grows and requires additional capacity, our customers increase their subscriptions to our platform. In addition, our customers may expand their subscriptions to our platform as they migrate additional existing applications or build new applications, either within the same department or in other lines of business or geographies. Also, as customers modernize their IT infrastructure and move to the cloud, they may migrate applications from legacy databases. Even within our largest customers, we believe we currently represent a small percentage of their overall spend on databases, reflecting our small market penetration. Our net ARR expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates our ability to expand within existing customers.

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    Extend Product Leadership and Introduce New Products.   We intend to continue to invest in our product offerings with the goal of becoming the most widely deployed database in the world. We direct our product innovation toward initiatives intended to drive customer adoption and expansion and increase developer productivity.

    Foster the MongoDB Developer Community.   We have attracted a large and growing community of highly engaged developers, who have downloaded our Community Server offering over 30 million times from our website alone since February 2009. We believe that the engagement of developers increases our brand awareness. Many of these developers become proponents of MongoDB within their organizations, which may result in new enterprise customers selecting our platform as well as expansion opportunities within existing customers. We intend to continue to invest in the MongoDB developer community.

    Grow and Cultivate Our Partner Ecosystem.   We have built a partner ecosystem of independent software vendors, systems integrators, value added resellers and technology partners. Our partners include Accenture, Adobe, Amazon Web Services, or AWS, Cisco, Google, Infosys, Microsoft, Splunk, Tableau and more than 1,000 other organizations. We intend to continue to expand and enhance our partner relationships to grow our market presence and drive greater sales efficiency.

    Expand Internationally.   We believe there is significant opportunity to continue to expand the use of our platform outside the United States. In both the fiscal year ended January 31, 2017 and the six months ended July 31, 2017, total revenue generated outside of the United States was 35% of our total revenue. We intend to continue to expand our sales and drive adoption of our platform globally.

Selected Risks Affecting Our Business

        Investing in our Class A common stock involves risk. You should carefully consider all the information in this prospectus prior to investing in our Class A common stock. These risks are discussed more fully in the section entitled "Risk Factors" immediately following this prospectus summary. These risks and uncertainties include, but are not limited to, the following:

    We have a limited operating history, which makes it difficult to predict our future results of operations.

    We have a history of losses, and as our costs increase, we may not be able to generate sufficient revenue to achieve or sustain profitability.

    Because we derive substantially all of our revenue from our database platform, failure of this platform to satisfy customer demands, could adversely affect our business, results of operations, financial condition and growth prospects.

    We currently face significant competition.

    If we do not effectively expand our sales and marketing organization, we may be unable to add new customers or increase sales to our existing customers.

    Our adoption strategies include offering Community Server and a free tier MongoDB Atlas, and we may not be able to realize the benefits of these strategies.

    We have invested significantly in our MongoDB Atlas offering and if it fails to achieve market adoption our business, results of operations and financial condition could be harmed.

    We could be negatively impacted if the GNU Affero General Public License version 3 and other open source licenses under which some of our software is licensed are not enforceable.

    We offer Community Server under an open source license, which could negatively affect our ability to monetize and protect our intellectual property rights.

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    If we are not able to introduce new features or services successfully and to make enhancements to our software or services, our business and results of operations could be adversely affected.

    If we fail to continue to grow and to manage our growth effectively, we may be unable to execute our business plan, increase our revenue, improve our results of operations, maintain high levels of service, or adequately address competitive challenges.

    The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change of control. Specifically, outstanding shares of Class B common stock will represent approximately 98% of the voting power of our outstanding capital stock immediately following the closing of this offering, with our directors and executive officers and their affiliates holding approximately 70%, assuming in each case no exercise of the underwriters' over-allotment option.

Corporate Information

        MongoDB, Inc. was incorporated under the laws of the State of Delaware in November 2007, under the name 10Gen, Inc. We changed our name to MongoDB, Inc. on August 27, 2013. Our principal executive offices are located at MongoDB, Inc., 229 W. 43rd Street, 5th Floor, New York, NY 10036. Our telephone number is 646-727-4092. Our website address is www.mongodb.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our Class A common stock.

        "MongoDB" and the MongoDB leaf logo, and other trademarks or service marks of MongoDB, Inc. appearing in this prospectus are the property of MongoDB, Inc. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols.

Implications of Being an Emerging Growth Company

        We qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

    a requirement to have only two years of audited financial statements and only two years of related selected financial data and management's discussion and analysis of financial condition and results of operations disclosure;

    an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

    an exemption from implementation of new or revised financial accounting standards until they would apply to private companies and from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation;

    reduced disclosure obligations regarding executive compensation arrangements; and

    no requirement to seek nonbinding advisory votes on executive compensation or golden parachute arrangements.

        We may take advantage of some or all these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which our annual

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gross revenue is $1.07 billion or more, or (c) in which we are deemed to be a "large accelerated filer," under the rules of the U.S. Securities and Exchange Commission, or SEC, which means the market value of our equity securities that is held by non-affiliates exceeds $700 million as of the prior July 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

        We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of our financials to those of other public companies more difficult. In addition, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. Further, it is possible that some investors will find our Class A common stock less attractive as a result of these elections, which may result in a less active trading market for our Class A common stock and higher volatility in our stock price.

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THE OFFERING

Class A common stock offered by us

  8,000,000 shares

Class A common stock to be outstanding after this offering

 

8,068,199 shares

Class B common stock to be outstanding after this offering

 

40,900,106 shares

Total Class A common stock and Class B common stock to be outstanding after this offering

 

48,968,305 shares

Over-allotment option of Class A common stock offered by us

 

1,200,000 shares

Voting rights

 

We have two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share, on all matters that are subject to stockholder vote. The holders of Class B common stock also have approval rights for certain corporate actions. Each share of Class B common stock may be converted into one share of Class A common stock at any time at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions. In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of our capital stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock. See the section titled "Description of Capital Stock" for additional information.

 

Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation. Immediately following the closing of this offering, our directors and executive officers and their affiliates will beneficially own approximately 70% of the voting power of our outstanding capital stock (assuming in each case no exercise of the underwriters' over-allotment option) and will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of

   

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our directors. See "Principal Stockholders" and "Description of Capital Stock."

Use of proceeds

 

We estimate that we will receive net proceeds of approximately $138.2 million (or approximately $159.4 million if the underwriters exercise their over-allotment option in full), assuming an initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriter discounts and commissions and estimated offering expenses payable by us. The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock, and facilitate our future access to the capital markets.

 

We currently intend to use the net proceeds of this offering for working capital and other general corporate purposes. We may use a portion of the proceeds from this offering for acquisitions or strategic investments in businesses or technologies, although we do not currently have any plans for any such acquisitions or investments. See "Use of Proceeds" for additional information.

Directed share program

 

At our request, the underwriters have reserved for sale at the initial public offering price per share up to 400,000 shares of our Class A common stock, or up to 5% of the shares of Class A common stock offered by this prospectus, to certain individuals through a directed share program, including our executive officers and employees, as well as friends and family members of our executive officers, founders and certain members of senior management. If purchased by these persons, these shares will not be subject to a lock-up restriction, except in the case of shares purchased by any executive officer or employee, which will be subject to a 180-day lock-up restriction. The number of shares of Class A common stock available for sale to the general public will be reduced by the number of reserved shares sold to these individuals. Any reserved shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other shares of Class A common stock offered under this prospectus. See "Underwriting."

Risk factors

 

See "Risk Factors" and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Class A common stock.

Proposed NASDAQ symbol

 

"MDB"

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        The number of shares of our Class A common stock and Class B common stock that will be outstanding after this offering is based on 68,199 shares of Class A common stock and 40,900,106 shares of Class B common stock outstanding as of July 31, 2017, and excludes:

    2,918,476 shares of Class A common stock and 9,514,220 shares of Class B common stock, in each case, issuable upon the exercise of options outstanding as of July 31, 2017, at a weighted-average exercise price of $8.95 and $6.43 per share, respectively;

    123,602 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2017, at a weighted-average exercise price of $5.85 per share;

    an additional 5,003,719 shares of Class A common stock reserved for future issuance pursuant to our 2016 Equity Incentive Plan, as amended and restated in connection with this offering, as well as, upon the expiration or termination prior to exercise of any shares of Class B common stock issuable upon the exercise of stock options outstanding under our 2008 Stock Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 9,514,220; and

    995,000 shares of Class A common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective.

        Unless otherwise indicated, this prospectus reflects and assumes the following:

    a one-for-two reverse stock split of our common stock, effected October 5, 2017;

    the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 26,952,887 shares of our Class B common stock immediately prior to the closing of this offering;

    no exercise of outstanding options or warrants after July 31, 2017;

    no exercise by the underwriters of their over-allotment option to purchase additional shares of our Class A common stock; and

    the filing and effectiveness of our amended and restated certificate of incorporation in Delaware and the adoption of our amended and restated bylaws, each of which will occur immediately prior to the closing of this offering.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

        We derived the summary consolidated statements of operations data for the fiscal years ended January 31, 2016 and 2017 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the summary consolidated statements of operations data for the six months ended July 31, 2016 and 2017 and the summary consolidated balance sheet data as of July 31, 2017 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of our unaudited interim consolidated financial statements. We derived the summary consolidated statement of operations data for the fiscal year ended January 31, 2015 from our audited consolidated financial statements not included in this prospectus. Our fiscal year ends January 31.

        Historical results are not necessarily indicative of the results that may be expected in the future, and the results for the six months ended July 31, 2017 are not necessarily indicative of the results to be expected for the full year or any other period. When you read this summary consolidated financial data, it is important that you read it together with the historical consolidated financial statements and the related notes included elsewhere in this prospectus, as well as the sections of this prospectus titled "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  Year Ended January 31,   Six Months Ended July 31,  
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Consolidated Statements of Operations Data:

                               

Revenue:

                               

Subscription

  $ 34,109   $ 58,561   $ 91,235   $ 40,213   $ 61,718  

Services

    6,679     6,710     10,123     4,906     6,272  

Total revenue

    40,788     65,271     101,358     45,119     67,990  

Cost of revenue (1) :

                               

Subscription

    11,305     13,146     19,352     8,675     13,765  

Services

    6,805     7,715     10,515     5,628     5,622  

Total cost of revenue

    18,110     20,861     29,867     14,303     19,387  

Gross profit

    22,678     44,410     71,491     30,816     48,603  

Operating expenses:

                               

Sales and marketing (1)

    52,072     56,613     78,584     37,454     49,037  

Research and development (1)

    33,316     43,465     51,772     25,240     28,826  

General and administrative (1)

    13,005     17,070     27,082     13,531     16,704  

Total operating expenses

    98,393     117,148     157,438     76,225     94,567  

Loss from operations

    (75,715 )   (72,738 )   (85,947 )   (45,409 )   (45,964 )

Other income (expense), net

    (660 )   (306 )   (15 )   233     676  

Loss before provision for income taxes

    (76,375 )   (73,044 )   (85,962 )   (45,176 )   (45,288 )

Provision for income taxes

    298     442     719     150     481  

Net loss

  $ (76,673 ) $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

Net loss per share attributable to common stockholders, basic and diluted

  $ (7.21 ) $ (6.54 ) $ (7.10 ) $ (3.85 ) $ (3.42 )

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  Year Ended January 31,   Six Months Ended July 31,  
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted (2)

    10,633,985     11,240,696     12,211,711     11,763,154     13,386,109  

Pro forma net loss per share attributable to common stockholders, basic and diluted (2)

              $ (2.28 )       $ (1.14 )

Weighted-average shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted (2)

                38,068,020           40,296,208  

(1)
Includes stock-based compensation expense as follows:
 
  Year Ended
January 31,
  Six Months
Ended July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands)
 

Cost of revenue—subscription

  $ 182   $ 282   $ 570   $ 294   $ 321  

Cost of revenue—services

    187     272     482     327     170  

Sales and marketing

    2,637     3,524     5,514     3,251     2,697  

Research and development

    2,194     4,034     5,755     3,312     2,567  

General and administrative

    1,897     4,675     8,683     5,099     3,616  

Total stock-based compensation expense

  $ 7,097   $ 12,787   $ 21,004   $ 12,283   $ 9,371  
(2)
See Note 10 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted net loss per share and pro forma net loss per share attributable to common stockholders and the weighted-average number of shares used in the computation of the per share amounts.

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  As of July 31, 2017  
 
  Actual   Pro forma (1)   Pro forma as
adjusted (2)(3)
 
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                   

Cash, cash equivalents and short-term investments

  $ 92,451   $ 92,451   $ 231,838  

Working capital (4)

    29,347     29,347     170,342  

Total assets

    157,916     157,916     294,518  

Deferred revenue, current and non-current

    105,266     105,266     105,266  

Long-term debt, current and non-current, net of debt issuance costs

             

Redeemable convertible preferred stock warrant liability

    1          

Redeemable convertible preferred stock

    346,428          

Accumulated deficit

    (393,170 )   (393,170 )   (393,170 )

Total stockholders' (deficit) equity

    (318,197 )   28,232     166,441  

(1)
Pro forma consolidated balance sheet data reflects (a) the conversion of all outstanding shares of redeemable convertible preferred stock into Class B common stock as if such conversion had occurred on July 31, 2017; (b) the reclassification of our redeemable convertible preferred stock warrant liability to stockholders' equity in connection with the expiration of our outstanding redeemable convertible preferred stock warrants; and (c) the filing of our amended and restated certificate of incorporation, each of which will occur immediately prior to the completion of this offering.

(2)
Pro forma as adjusted consolidated balance sheet data reflects the pro forma items described immediately above and our sale of 8,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(3)
Pro forma as adjusted consolidated balance sheet data is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease pro forma as adjusted cash, cash equivalents and short-term investments, working capital, total assets and total stockholders' equity by approximately $7.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase or decrease in the number of shares offered by us would increase or decrease pro forma as adjusted cash, cash equivalents and short-term investments, working capital, total assets and total stockholders' equity by approximately $17.7 million, assuming that the assumed initial offering price to the public remains the same, and after deducting estimated underwriting discounts and commissions.

(4)
We define working capital as current assets less current liabilities. See our consolidated financial statements and the related notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities.

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RISK FACTORS

         Investing in our Class A common stock involves a high degree of risk. You should carefully consider the following risks, together with all of the other information contained in this prospectus, including our consolidated financial statements and the related notes included elsewhere in this prospectus, before making a decision to invest in our Class A common stock. Any of the following risks could have an adverse effect on our business, results of operations, financial condition and prospects, and could cause the trading price of our Class A common stock to decline, which would cause you to lose all or part of your investment. Our business, results of operations, financial condition, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Risks Related to Our Business and Industry

We have a limited operating history, which makes it difficult to predict our future results of operations.

        We were incorporated in 2007 and introduced MongoDB Community Server in 2009, MongoDB Enterprise Advanced in 2013 and MongoDB Atlas in 2016. As a result of our limited operating history, our ability to forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to accurately predict future growth. Our historical revenue growth has been inconsistent and should not be considered indicative of our future performance. Further, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our subscription offerings and related services, reduced conversion of our open source users to paying customers, increasing competition, changes to technology or our intellectual property or our failure, for any reason, to continue to capitalize on growth opportunities. We have also encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.

We have a history of losses, and as our costs increase, we may not be able to generate sufficient revenue to achieve or sustain profitability.

        We have incurred net losses in each period since our inception, including net losses of $73.5 million, $86.7 million and $45.8 million for fiscal years 2016 and 2017 and the six months ended July 31, 2017, respectively. We had an accumulated deficit of $393.2 million as of July 31, 2017. We expect our operating expenses to increase significantly as we increase our sales and marketing efforts, continue to invest in research and development, and expand our operations and infrastructure, both domestically and internationally. In addition, we expect to incur significant additional legal, accounting, and other expenses related to being a public company. While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain profitability in future periods. As a result, we expect to continue to generate losses. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain profitability.

Because we derive substantially all of our revenue from our database platform, failure of this platform to satisfy customer demands could adversely affect our business, results of operations, financial condition and growth prospects.

        We derive and expect to continue to derive substantially all of our revenue from our database platform. As such, market adoption of our database platform is critical to our continued success. Demand for our platform is affected by a number of factors beyond our control, including continued market acceptance by developers, the availability of our Community Server offering, the continued

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volume, variety and velocity that data is generated, timing of development and release of new offerings by our competitors, technological change, and the rate of growth in our market. If we are unable to continue to meet the demands of our customers and the developer community, our business operations, financial results and growth prospects will be materially and adversely affected.

We currently face significant competition.

        The database software market, for both relational and non-relational database products, is highly competitive, rapidly evolving and others may put out competing databases or sell services in connection with existing open source databases, including ours. The principal competitive factors in our market include: mindshare with software developers and IT executives; product capabilities, including flexibility, scalability, performance, security and reliability; flexible deployment model, including in the cloud, on-premise or in a hybrid environment; ease of deployment; breadth of use cases supported; ease of integration with existing IT infrastructure; robustness of professional services and customer support; price and total cost of ownership; adherence to industry standards and certifications; size of customer base and level of user adoption; strength of sales and marketing efforts; and brand awareness and reputation. If we fail to compete effectively with respect to any of these competitive factors, we may fail to attract new customers or lose or fail to renew existing customers, which would cause our operating results to suffer.

        We primarily compete with legacy relational database software providers such as IBM, Microsoft, Oracle and other similar companies. We also compete with non-relational database software providers and certain cloud providers such as Amazon Web Services, or AWS, Google Cloud Platform, or GCP, and Microsoft Azure. In addition, other large software and internet companies may seek to enter our market.

        Some of our actual and potential competitors, in particular the legacy relational database providers, have advantages over us, such as longer operating histories, more established relationships with current or potential customers and commercial partners, significantly greater financial, technical, marketing or other resources, stronger brand recognition, larger intellectual property portfolios and broader global distribution and presence. Such competitors may make their products available at a low cost or no cost basis in order to enhance their overall relationships with current or potential customers. Our competitors may also be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. With the introduction of new technologies and new market entrants, we expect competition to intensify in the future. In addition, some of our larger competitors have substantially broader offerings and can bundle competing products with hardware or other software offerings, including their cloud computing and customer relationship management platforms. As a result, customers may choose a bundled offering from our competitors, even if individual products have more limited functionality compared to our software. These larger competitors are also often in a better position to withstand any significant reduction in technology spending, and will therefore not be as susceptible to competition or economic downturns. In addition, some competitors may offer products or services that address one or a limited number of functions at lower prices, with greater depth than our products or in geographies where we do not operate.

        Furthermore, our actual and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources and offerings in the markets we address. In addition, third parties with greater available resources may acquire current or potential competitors. As a result of such relationships and acquisitions, our actual or potential competitors might be able to adapt more quickly to new technologies and customer needs, devote greater resources to the promotion or sale of their products, initiate or withstand substantial price competition, take advantage of other opportunities more readily or develop and expand their offerings more quickly than we do. For all of these reasons, we may not be able to compete successfully against our current or future competitors.

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If we do not effectively expand our sales and marketing organization, we may be unable to add new customers or increase sales to our existing customers.

        Increasing our customer base and achieving broader market acceptance of our subscription offerings and related services will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. We are substantially dependent on our direct sales force and our marketing efforts to obtain new customers. We plan to continue to expand our sales and marketing organization both domestically and internationally. We believe that there is significant competition for experienced sales professionals with the sales skills and technical knowledge that we require, particularly as we continue to target larger enterprises. Our ability to achieve significant revenue growth in the future will depend, in part, on our success in recruiting, training and retaining a sufficient number of experienced sales professionals, especially in large markets like New York, the San Francisco Bay Area and London, England. New hires require significant training and time before they achieve full productivity, particularly in new or developing sales territories. Our recent hires and planned hires may not become as productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Because of our limited operating history, we cannot predict whether, or to what extent, our sales will increase as we expand our sales and marketing organization or how long it will take for sales personnel to become productive. Our business and results of operations will be harmed if the expansion of our sales and marketing organization does not generate a significant increase in revenue.

Our adoption strategies include offering Community Server and a free tier of MongoDB Atlas, and we may not be able to realize the benefits of these strategies.

        To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. We also offer a free tier of MongoDB Atlas in order to accelerate adoption, promote usage and drive brand and product awareness. We do not know if we will be able to convert these users to become paying customers of our platform. Our marketing strategy also depends in part on persuading users who use one of these free versions to convince others within their organization to purchase and deploy our platform. To the extent that users of Community Server or our free tier of MongoDB Atlas do not become, or lead others to become, paying customers, we will not realize the intended benefits of these strategies, and our ability to grow our business or achieve profitability may be harmed.

We have invested significantly in our MongoDB Atlas offering and if it fails to achieve market adoption our business, results of operations and financial condition could be harmed.

        We introduced MongoDB Atlas in June 2016. We have less experience marketing, determining pricing for and selling MongoDB Atlas, and we are still determining how to best market, price and support adoption of this offering. We have directed, and intend to continue to direct, a significant portion of our financial and operating resources to develop and grow MongoDB Atlas, including introducing a free tier of MongoDB Atlas to generate developer usage and awareness. Although MongoDB Atlas has seen rapid adoption since its commercial launch, we cannot guarantee that rate of adoption will continue at the same pace or at all. If we are unsuccessful in our efforts to drive customer adoption of MongoDB Atlas, or if we do so in a way that is not profitable or fails to compete successfully against our current or future competitors, our business, results of operations and financial condition could be harmed.

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We could be negatively impacted if the GNU Affero General Public License Version 3 and other open source licenses under which some of our software is licensed are not enforceable.

        The latest release of Community Server is licensed under the GNU Affero General Public License version 3, or the AGPL. This license states that any program licensed under it may be copied, modified and distributed provided certain conditions are met. It is possible that a court would hold this license to be unenforceable. If a court held this license or certain aspects of this license to be unenforceable, others may be able to use our software to compete with us in the marketplace in a manner not subject to the restrictions set forth in the AGPL.

We offer Community Server under an open source license, which could negatively affect our ability to monetize and protect our intellectual property rights.

        We make our Community Server offering available under the AGPL. Community Server is a free-to-download version of our database that includes the core functionality developers need to get started with MongoDB but not all of the features of our commercial platform. The AGPL grants licensees broad freedom to view, use, copy, modify and redistribute the source code of Community Server. Some commercial enterprises consider AGPL-licensed software to be unsuitable for commercial use because of its "copyleft" requirement that further distribution of AGPL-licensed software and modifications or adaptations to that software must be made available pursuant to the AGPL as well. However, some of those same commercial enterprises do not have the same concerns regarding using the software under the AGPL for internal purposes. Anyone can obtain a free copy of Community Server from the Internet, and we do not know who all of our AGPL licensees are. Competitors could develop modifications of our software to compete with us in the marketplace. We do not have visibility into how our software is being used by licensees, so our ability to detect violations of the AGPL is extremely limited.

        In addition to Community Server, we contribute other source code to open source projects under open source licenses and release internal software projects under open source licenses, and anticipate doing so in the future. Because the source code for Community Server and any other software we contribute to open source projects or distribute under open source licenses is publicly available, our ability to monetize and protect our intellectual property rights with respect to such source code may be limited or, in some cases, lost entirely.

Our software incorporates third-party open source software, which could negatively affect our ability to sell our products and subject us to possible litigation.

        Our software includes third-party open source software, and we intend to continue to incorporate third-party open source software in our products in the future. There is a risk that the use of third-party open source software in our software could impose conditions or restrictions on our ability to monetize our software. Although we monitor the incorporation of open source software into our products to avoid such restrictions, we cannot be certain that we have not incorporated open source software in our products or platform in a manner that is inconsistent with our licensing model. Certain open source projects also include other open source software and there is a risk that those dependent open source libraries may be subject to inconsistent licensing terms. This could create further uncertainties as to the governing terms for the open source software we incorporate.

        In addition, the terms of certain open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated restrictions or conditions on our use of such software. Additionally, we may from time to time face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we developed using such open source software, which could include proprietary portions of our source code, or otherwise seeking to enforce

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the terms of the open source licenses. These claims could result in litigation and could require us to make those proprietary portions of our source code freely available, purchase a costly license or cease offering the implicated software or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully.

        In addition to risks related to license requirements, use of third-party open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties. In addition, licensors of open source software included in our offerings may, from time to time, modify the terms of their license agreements in such a manner that those license terms may become incompatible with our licensing model, and thus could, among other consequences, prevent us from incorporating the software subject to the modified license.

        Any of these risks could be difficult to eliminate or manage, and if not addressed, could have a negative effect on our business, results of operations and financial condition.

If we are not able to introduce new features or services successfully and to make enhancements to our software or services, our business and results of operations could be adversely affected.

        Our ability to attract new customers and increase revenue from existing customers depends in part on our ability to enhance and improve our software and to introduce new features and services. For example, we introduced MongoDB Atlas in June 2016. To grow our business and remain competitive, we must continue to enhance our software and develop features that reflect the constantly evolving nature of technology and our customers' needs. The success of MongoDB Atlas and any other products, enhancements or developments depends on several factors: our anticipation of market changes and demands and product features, including timely product introduction and conclusion, sufficient customer demand, cost effectiveness in our product development efforts and the proliferation of new technologies that are able to deliver competitive products and services at lower prices, more efficiently, more conveniently or more securely. In addition, because our software is designed to operate with a variety of systems, applications, data and devices, we will need to continuously modify and enhance our software to keep pace with changes in such systems. We may not be successful in developing these modifications and enhancements. Furthermore, the addition of features and solutions to our software will increase our research and development expenses. Any new features that we develop may not be introduced in a timely or cost-effective manner or may not achieve the market acceptance necessary to generate sufficient revenue to justify the related expenses. It is difficult to predict customer adoption of new features. Such uncertainty limits our ability to forecast our future results of operations and subjects us to a number of challenges, including our ability to plan for and model future growth. If we cannot address such uncertainties and successfully develop new features, enhance our software or otherwise overcome technological challenges and competing technologies, our business and results of operations could be adversely affected.

        We also offer professional services including consulting and training and must continually adapt to assist our customers in deploying our software in accordance with their specific IT strategies. If we cannot introduce new services or enhance our existing services to keep pace with changes in our customers' deployment strategies, we may not be able to attract new customers, retain existing customers and expand their use of our software or secure renewal contracts, which are important for the future of our business.

Our success is highly dependent on our ability to penetrate the existing market for database products, as well as the growth and expansion of the market for database products.

        Our future success will depend in large part on our ability to service existing demand, as well as the continued growth and expansion of the database market. It is difficult to predict demand for our

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offerings, the conversion from one to the other and related services and the size, growth rate and expansion of these markets, the entry of competitive products or the success of existing competitive products. Our ability to penetrate the existing database market and any expansion of the market depends on a number of factors, including cost, performance and perceived value associated with our subscription offerings, as well as our customers' willingness to adopt an alternative approach to relational and other database products available in the market. Furthermore, many of our potential customers have made significant investments in relational databases, such as offerings from Oracle, and may be unwilling to invest in new products. If the market for databases fails to grow at the rate that we anticipate or decreases in size or we are not successful in penetrating the existing market, our business would be harmed.

Our future quarterly results may fluctuate significantly, and if we fail to meet the expectations of analysts or investors, our stock price and the value of your investment could decline substantially.

        Our results of operations, including our revenue, operating expenses and cash flows may vary significantly in the future as a result of a variety of factors, many of which are outside of our control, may be difficult to predict and may or may not fully reflect the underlying performance of our business and period-to-period comparisons of our operating results may not be meaningful. Some of the factors that may cause our results of operations to fluctuate from quarter to quarter include:

    changes in actual and anticipated growth rates of our revenue, customers and other key operating metrics;

    new product announcements, pricing changes and other actions by competitors;

    the mix of revenue and associated costs attributable to subscriptions for our MongoDB Enterprise Advanced and MongoDB Atlas offerings and professional services, as such relative mix may impact our gross margins and operating income;

    the mix of revenue and associated costs attributable to sales where subscriptions are bundled with services versus sold on a standalone basis and sales by us and our partners;

    our ability to attract new customers;

    our ability to retain customers and expand their usage of our software, particularly for our largest customers;

    the inability to enforce our AGPL license;

    delays in closing sales, including the timing of renewals, which may result in revenue being pushed into the next quarter, particularly because a large portion of our sales occur toward the end of each quarter;

    the timing of revenue recognition;

    the mix of revenue attributable to larger transactions as opposed to smaller transactions;

    changes in customers' budgets and in the timing of their budgeting cycles and purchasing decisions;

    customers and potential customers opting for alternative products, including developing their own in-house solutions, or opting to use only the free version of our products;

    fluctuations in currency exchange rates;

    our ability to control costs, including our operating expenses;

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    the timing and success of new products, features and services offered by us and our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;

    significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our software;

    our failure to maintain the level of service uptime and performance required by our customers;

    the collectability of receivables from customers and resellers, which may be hindered or delayed if these customers or resellers experience financial distress;

    general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers participate;

    sales tax and other tax determinations by authorities in the jurisdictions in which we conduct business;

    the impact of new accounting pronouncements; and

    fluctuations in stock-based compensation expense.

        The occurrence of one or more of the foregoing and other factors may cause our results of operations to vary significantly. We also intend to continue to invest significantly to grow our business in the near future rather than optimizing for profitability or cash flows. In addition, we expect to incur significant additional expenses due to the increased costs of operating as a public company. Accordingly, historical patterns and our results of operations in any one quarter may not be meaningful and should not be relied upon as indicative of future performance. Additionally, if our quarterly results of operations fall below the expectations of investors or securities analysts who follow our stock, the price of our Class A common stock could decline substantially, and we could face costly lawsuits, including securities class action suits.

We have experienced rapid growth in recent periods. If we fail to continue to grow and to manage our growth effectively, we may be unable to execute our business plan, increase our revenue, improve our results of operations, maintain high levels of service, or adequately address competitive challenges.

        We have recently experienced a period of rapid growth in our business, operations, and employee headcount. For fiscal years 2016 and 2017 and the six months ended July 31, 2016 and 2017, our total revenue was $65.3 million and $101.4 million and $45.1 million and $68.0 million, respectively, representing a 55% and 51% growth rate, respectively. We have also significantly increased the size of our customer base from over 1,100 customers as of January 31, 2015 to over 4,300 customers as of July 31, 2017, and we grew from 383 employees as of January 31, 2015 to 826 employees as of July 31, 2017. We expect to continue to expand our operations and employee headcount in the near term. Our success will depend in part on our ability to continue to grow and to manage this growth, domestically and internationally, effectively.

        Our recent growth has placed, and future growth will continue to place, a significant strain on our management, administrative, operational and financial infrastructure. We will need to continue to improve our operational, financial, and management processes and controls, and our reporting systems and procedures to manage the expected growth of our operations and personnel, which will require significant expenditures and allocation of valuable management and employee resources. If we fail to implement these infrastructure improvements effectively, our ability to ensure uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies will be impaired. Further, if we do not effectively manage the growth of our business and operations, the quality of our products and services could suffer, the preservation of our culture, values and entrepreneurial environment may change and we may not be able to adequately

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address competitive challenges. This could impair our ability to attract new customers, retain existing customers and expand their use of our products and services, all of which would adversely affect our brand, overall business, results of operations and financial condition.

If our security measures, or those of our service providers, are breached or unauthorized access to private or proprietary data is otherwise obtained, our software may be perceived as not being secure, customers may reduce or terminate their use of our software, and we may incur significant liabilities.

        Because our software, which can be deployed in the cloud, on-premise or in a hybrid environment and can be hosted by our customers or can be hosted by us as a service, allows customers to store and transmit data, there exists an inherent risk of a security breach or other security incident, which may result in the loss of, or unauthorized access to, this data. We, or our service providers, may also suffer a security breach or other security incident affecting the systems or networks used to operate our business, or otherwise impacting the data that is stored or processed in the conduct of our business. Any such security breach or other security incident could lead to litigation, indemnity obligations, regulatory investigations and enforcement actions, and other liability. If our security measures, or those of our services providers, are breached or are believed to have been breached, whether as a result of third-party action, employee, vendor, or contractor error, malfeasance, phishing attacks, social engineering, or otherwise, loss of data may result, our reputation could be damaged, our business may suffer, and we may face regulatory investigations and actions, litigation, indemnity obligations, damages for contract breach, and fines and penalties for violations of applicable laws or regulations. Security breaches could also result in significant costs for remediation that may include liability for stolen assets or information and repair of system damage that may have been caused, incentives offered to customers or other business partners in an effort to maintain business relationships after a breach, and other liabilities. Similarly, if a cyber incident (including any accidental or intentional computer or network issues such as phishing attacks, viruses, denial of service, or DoS, attacks, malware installation, server malfunction, software or hardware failures, loss of data or other computer assets, adware, or other similar issues) impairs the integrity or availability of our systems, or those of our service providers, by affecting our data, or reducing access to or shutting down one or more of our computing systems or our IT network, or if any such impairment is perceived to have occurred, we may be subject to negative treatment by our customers, our business partners, the press, and the public at large. We may also experience security breaches that may remain undetected for an extended period. Techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, and cybersecurity threats continue to evolve and are difficult to predict due to advances in computer capabilities, new discoveries in the field of cryptography and new and sophisticated methods used by criminals, including phishing, social engineering or other illicit acts. We may be unable to anticipate these techniques or to implement adequate preventative measures. Any or all of these issues could harm our reputation and negatively impact our ability to attract new customers and increase engagement by existing customers, cause existing customers to elect not to renew their subscriptions, or subject us to third-party lawsuits, regulatory fines, actions, and investigations, or other actions or liability, thereby adversely affecting our financial results.

        While we maintain general liability insurance coverage and coverage for errors or omissions, we cannot assure you that such coverage will be adequate or otherwise protect us from liabilities or damages with respect to claims alleging compromises of personal or other confidential data or otherwise relating to privacy or data security matters or that such coverage will continue to be available to us on commercially reasonable terms or at all.

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Our sales cycle may be long and is unpredictable, and our sales efforts require considerable time and expense.

        The timing of our sales and related revenue recognition is difficult to predict because of the length and unpredictability of the sales cycle for our offerings. We are often required to spend significant time and resources to better educate and familiarize potential customers with the value proposition of paying for our products and services. The length of our sales cycle, from initial evaluation to payment for our offerings is generally three to nine months, but can vary substantially from customer to customer or from application to application within a given customer. As the purchase and deployment of our products can be dependent upon customer initiatives, our sales cycle can extend to more than a year for some customers. Customers often view a subscription to our products and services as a strategic decision and significant investment and, as a result, frequently require considerable time to evaluate, test and qualify our product offering prior to entering into or expanding a subscription. During the sales cycle, we expend significant time and money on sales and marketing and contract negotiation activities, which may not result in a sale. Additional factors that may influence the length and variability of our sales cycle include:

    the effectiveness of our sales force, in particular new sales people as we increase the size of our sales force;

    the discretionary nature of purchasing and budget cycles and decisions;

    the obstacles placed by a customer's procurement process;

    the availability of Community Server for free;

    economic conditions and other factors impacting customer budgets;

    customer evaluation of competing products during the purchasing process; and

    evolving customer demands.

        Given these factors, it is difficult to predict whether and when a sale will be completed, and when revenue from a sale will be recognized, particularly since we generally recognize revenue over the term of a subscription and in some cases, when our subscription offering is purchased with a service contract, we do not recognize revenue from the subscription until services are provided, which may result in lower than expected revenue in any given period, which would have an adverse effect on our business, results of operations and financial condition.

We have a limited history with our subscription offerings and pricing model and if, in the future, we are forced to reduce prices for our subscription offerings, our revenue and results of operations will be harmed.

        We have limited experience with respect to determining the optimal prices for our subscription offerings. As the market for databases evolves, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers or convert Community Server users to paying customers on terms or based on pricing models that we have used historically. In the past, we have been able to increase our prices for our subscriptions offerings, but we may choose not to introduce or be unsuccessful in implementing future price increases. As a result of these and other factors, in the future we may be required to reduce our prices or be unable to increase our prices, or it may be necessary for us to increase our services or product offerings without additional revenue to remain competitive, all of which could harm our results of operations and financial condition.

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If we are unable to attract new customers in a manner that is cost-effective and assures customer success, we will not be able to grow our business, which would adversely affect our results of operations, and financial condition.

        In order to grow our business, we must continue to attract new customers in a cost-effective manner and enable these customers to realize the benefits associated with our products and services. We may not be able to attract new customers for a variety of reasons, including as a result of their use of traditional relational and/or other database products, and their internal timing, budget or other constraints that hinder their ability to migrate to or adopt our products or services.

        Even if we do attract new customers, the cost of new customer acquisition, product implementation and ongoing customer support may prove so high as to prevent us from achieving or sustaining profitability. For example, in fiscal years 2016 and 2017 and the six months ended July 31, 2017, total sales and marketing expense represented 87%, 78% and 72% of revenue, respectively. We intend to continue to hire additional sales personnel, increase our marketing activities to help educate the market about the benefits of our platform and services, grow our domestic and international operations, and build brand awareness. We also intend to continue to cultivate our relationships with developers through continued investment and growth of our MongoDB World, MongoDB Advocacy Hub, User Groups, MongoDB University and our partner ecosystem of global system integrators, value-added resellers and independent software vendors. If the costs of these sales and marketing efforts increase dramatically, if we do not experience a substantial increase in leverage from our partner ecosystem, or if our sales and marketing efforts do not result in substantial increases in revenue, our business, results of operations, and financial condition may be adversely affected. In addition, while we expect to continue to invest in our professional services organization to accelerate our customers' ability to adopt our products and ultimately create and expand their use of our products over time, we cannot assure you that any of these investments will lead to the cost-effective acquisition of additional customers.

Our business and results of operations depend substantially on our customers renewing their subscriptions with us and expanding their use of software and related services. Any decline in our customer renewals or failure to convince our customers to broaden their use of subscription offerings and related services would harm our business, results of operations, and financial condition.

        Our subscription offerings are term-based and a majority of our subscription contracts were one year in duration in fiscal year 2017. In order for us to maintain or improve our results of operations, it is important that our customers renew their subscriptions with us when the existing subscription term expires, and renew on the same or more favorable quantity and terms. Our customers have no obligation to renew their subscriptions, and we may not be able to accurately predict customer renewal rates. In addition, the growth of our business depends in part on our customers expanding their use of subscription offerings and related services. Historically, some of our customers have elected not to renew their subscriptions with us for a variety of reasons, including as a result of changes in their strategic IT priorities, budgets, costs and, in some instances, due to competing solutions. Our retention rate may also decline or fluctuate as a result of a number of other factors, including our customers' satisfaction or dissatisfaction with our software, the increase in the contract value of subscription and support contracts from new customers, the effectiveness of our customer support services, our pricing, the prices of competing products or services, mergers and acquisitions affecting our customer base, global economic conditions, and the other risk factors described herein. As a result, we cannot assure you that customers will renew subscriptions or increase their usage of our software and related services. If our customers do not renew their subscriptions or renew on less favorable terms, or if we are unable to expand our customers' use of our software, our business, results of operations, and financial condition may be adversely affected.

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If we fail to offer high quality support, our business and reputation could suffer.

        Our customers rely on our personnel for support of our software included in our MongoDB Enterprise Advanced, MongoDB Atlas and MongoDB Professional packages. High-quality support is important for the renewal and expansion of our agreements with existing customers. The importance of high-quality support will increase as we expand our business and pursue new customers. If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new software to existing and new customers could suffer and our reputation with existing or potential customers could be harmed.

Real or perceived errors, failures or bugs in our software could adversely affect our business, results of operations, financial condition, and growth prospects.

        Our software is complex, and therefore, undetected errors, failures or bugs have occurred in the past and may occur in the future. Our software is used in IT environments with different operating systems, system management software, applications, devices, databases, servers, storage, middleware, custom and third-party applications and equipment and networking configurations, which may cause errors or failures in the IT environment into which our software is deployed. This diversity increases the likelihood of errors or failures in those IT environments. Despite testing by us, real or perceived errors, failures or bugs may not be found until our customers use our software. Real or perceived errors, failures or bugs in our products could result in negative publicity, loss of or delay in market acceptance of our software and harm our brand, weakening of our competitive position, claims by customers for losses sustained by them or failure to meet the stated service level commitments in our customer agreements. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend significant additional resources in order to help correct the problem. Any errors, failures or bugs in our software could impair our ability to attract new customers, retain existing customers or expand their use of our software, which would adversely affect our business, results of operations and financial condition.

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

        Personal privacy has become a significant issue in the United States and in many other countries where we offer our software and services. The regulatory framework for privacy issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws, rules and regulations regarding the collection, use, storage and disclosure of personal information and breach notification procedures. Interpretation of these laws, rules and regulations and their application to our software and professional services in the United States and foreign jurisdictions is ongoing and cannot be fully determined at this time.

        In the United States, these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, Computer Fraud and Abuse Act, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Gramm Leach Bliley Act and state laws relating to privacy and data security. Internationally, virtually every jurisdiction in which we operate has established its own data security and privacy legal framework with which we, or our customers, must comply. There may be substantial amounts of personally identifiable information or other sensitive information uploaded to our services and managed using our software.

        In December 2015, European Union, or EU, institutions reached agreement on a draft regulation that was formally adopted in April 2016, referred to as the General Data Protection Regulation, or GDPR. The GDPR updates and modernizes the principles of the 1995 EU Data Protection Directive.

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The GDPR significantly increases the level of sanctions for non-compliance from those in existing EU data protection law. EU data protection authorities will have the power to impose administrative fines for violations of the GDPR of up to a maximum of €20 million or 4% of the data controller's or data processor's total worldwide global turnover for the preceding financial year, whichever is higher, and violations of the GDPR may also lead to damages claims by data controllers and data subjects. Since we act as a data processor for our MongoDB Atlas customers, we are taking steps to cause our processes to be compliant with applicable portions of the GDPR, but we cannot assure you that such steps will be effective. The GDPR will be enforced beginning in May 2018.

        In addition to government regulation, privacy advocates and industry groups may propose new and different self-regulatory standards that may apply to us. Because the interpretation and application of privacy and data protection laws, regulations, rules and other standards are still uncertain, it is possible that these laws, rules, regulations, and other actual or alleged legal obligations, such as contractual or self-regulatory obligations, may be interpreted and applied in a manner that is inconsistent with our data management practices or the features of our software. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our software, which we may be unable to do in a commercially reasonable manner or at all, and which could have an adverse effect on our business. Any inability to adequately address privacy concerns, even if unfounded, or comply with applicable privacy or data protection laws, regulations and other actual or alleged obligations, could result in additional cost and liability to us, damage our reputation, inhibit sales and adversely affect our business.

        Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our software. Privacy concerns, whether valid or not valid, may inhibit market adoption of our software particularly in certain industries and foreign countries.

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

        Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Even if the market in which we compete meets the size estimates and growth forecasted in this prospectus, our business could fail to grow for a variety of reasons, which would adversely affect our results of operations. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this prospectus, see the section titled "Industry and Market Data."

We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property rights could reduce the value of our software and brand.

        Our success and ability to compete depend in part upon our intellectual property rights. As of July 31, 2017, we had eight issued patents and 43 pending patent applications in the United States, which may not result in issued patents. Even if a patent issues, we cannot assure you that such patent will be adequate to protect our business. We primarily rely on copyright, trademark laws, trade secret protection and confidentiality or other contractual arrangements with our employees, customers, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may not be adequate. In order to protect our intellectual property rights, we may be required to spend significant resources to establish, monitor and enforce such rights. Litigation brought to enforce our intellectual property rights could be costly, time-consuming and distracting to management and could be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, which may result in the impairment or

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loss of portions of our intellectual property. The laws of some foreign countries do not protect our intellectual property rights to the same extent as the laws of the United States, and effective intellectual property protection and mechanisms may not be available in those jurisdictions. We may need to expend additional resources to defend our intellectual property in these countries, and our inability to do so could impair our business or adversely affect our international expansion. Even if we are able to secure our intellectual property rights, there can be no assurances that such rights will provide us with competitive advantages or distinguish our products and services from those of our competitors or that our competitors will not independently develop similar technology. In addition, we regularly contribute source code under open source licenses and have made some of our own software available under open source licenses, and we include third-party open source software in our products. Because the source code for any software we contribute to open source projects or distribute under open source licenses is publicly available, our ability to protect our intellectual property rights with respect to such source code may be limited or lost entirely. In addition, from time to time, we may face claims from third parties claiming ownership of, or demanding release of, the software or derivative works that we have developed using third-party open source software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open-source license.

Unfavorable conditions in our industry or the global economy or reductions in information technology spending could limit our ability to grow our business and negatively affect our results of operations.

        Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers. The revenue growth and potential profitability of our business depend on demand for database software and services generally and for our subscription offering and related services in particular. Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including spending on information technology, and negatively affect the growth of our business. To the extent our database software is perceived by customers and potential customers as costly, or too difficult to deploy or migrate to, our revenue may be disproportionately affected by delays or reductions in general information technology spending. Also, competitors, many of whom are larger and more established than we are, may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our subscription offerings and related services. We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or markets in which we operate worsen from present levels, our business, results of operations and financial condition could be adversely affected.

If we are unable to maintain successful relationships with our partners, our business, results of operations and financial condition could be harmed.

        In addition to our direct sales force and our website, we use strategic partners, such as global system integrators, value-added resellers and independent software vendors to sell our subscription offerings and related services. Our agreements with our partners are generally nonexclusive, meaning our partners may offer their customers products and services of several different companies, including products and services that compete with ours, or may themselves be or become competitors. If our partners do not effectively market and sell our subscription offerings and related services, choose to use greater efforts to market and sell their own products and services or those of our competitors, or fail to meet the needs of our customers, our ability to grow our business and sell our subscription offerings and related services may be harmed. Our partners may cease marketing our subscription offerings or

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related services with limited or no notice and with little or no penalty. The loss of a substantial number of our partners, our possible inability to replace them, or the failure to recruit additional partners could harm our growth objectives and results of operations.

We rely upon third-party cloud providers to host our cloud offering; any disruption of or interference with our use of third-party cloud providers would adversely affect our business, results of operations and financial condition.

        We outsource substantially all of the infrastructure relating to MongoDB Atlas across AWS, Microsoft Azure and GCP to host our cloud offering. Customers of MongoDB Atlas need to be able to access our platform at any time, without interruption or degradation of performance, and we provide them with service level commitments with respect to uptime. Third-party cloud providers run their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. We may experience interruptions, delays and outages in service and availability from time to time as a result of problems with our third-party cloud providers' infrastructure. Lack of availability of this infrastructure could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks that we cannot predict or prevent. Such outages could lead to the triggering of our service level agreements and the issuance of credits to our cloud offering customers, which may impact our business, results of operations and financial condition. In addition, if our security, or that of any of these third-party cloud providers, is compromised, our software is unavailable or our customers are unable to use our software within a reasonable amount of time or at all, then our business, results of operations and financial condition could be adversely affected. In some instances, we may not be able to identify the cause or causes of these performance problems within a period of time acceptable to our customers. It is possible that our customers and potential customers would hold us accountable for any breach of security affecting a third-party cloud provider's infrastructure and we may incur significant liability from those customers and from third parties with respect to any breach affecting these systems. We may not be able to recover a material portion of our liabilities to our customers and third parties from a third-party cloud provider. It may also become increasingly difficult to maintain and improve our performance, especially during peak usage times, as our software becomes more complex and the usage of our software increases. Any of the above circumstances or events may harm our business, results of operations and financial condition.

Interruptions or performance problems associated with our technology and infrastructure may adversely affect our business, results of operations and financial condition.

        Our continued growth depends in part on the ability of our existing customers and new customers to access our software at any time and within an acceptable amount of time. We may experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes or failures, human or software errors, malicious acts, terrorism or capacity constraints. Capacity constraints could be due to a number of potential causes including technical failures, natural disasters, fraud or security attacks. In some instances, we may not be able to identify and/or remedy the cause or causes of these performance problems within an acceptable period of time. It may become increasingly difficult to maintain and improve our performance as our software offerings and customer implementations become more complex. If our software is unavailable or if our customers are unable to access features of our software within a reasonable amount of time or at all, or if other performance problems occur, our business, results of operations and financial conditions may be adversely affected.

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Incorrect or improper implementation or use of our software could result in customer dissatisfaction and harm our business, results of operations, financial condition and growth prospects.

        Our database software and related services are designed to be deployed in a wide variety of technology environments, including in large-scale, complex technology environments, and we believe our future success will depend at least, in part, on our ability to support such deployments. Implementations of our software may be technically complicated, and it may not be easy to maximize the value of our software without proper implementation and training. For example, since January 2017, industry publications have reported ransomware attacks on over 50,000 MongoDB instances. Almost all of these instances were launched by users with our Community Server offering rather than users of MongoDB Enterprise Advanced. We believe these attacks were due to the users' failure to properly turn on the recommended security settings when running MongoDB. If our customers are unable to implement our software successfully, or in a timely manner, customer perceptions of our company and our software may be impaired, our reputation and brand may suffer, and customers may choose not to renew their subscriptions or increase their purchases of our related services.

        Our customers and partners need regular training in the proper use of and the variety of benefits that can be derived from our software to maximize its potential. We often work with our customers to achieve successful implementations, particularly for large, complex deployments. Our failure to train customers on how to efficiently and effectively deploy and use our software, or our failure to provide effective support or professional services to our customers, whether actual or perceived, may result in negative publicity or legal actions against us. Also, as we continue to expand our customer base, any actual or perceived failure by us to properly provide these services will likely result in lost opportunities for follow-on sales of our related services.

If we fail to meet our service level commitments, our business, results of operations and financial condition could be adversely affected.

        Our agreements with customers typically provide for service level commitments. Our MongoDB Professional and MongoDB Enterprise Advanced customers typically get service level commitments with certain guaranteed response times and comprehensive 24x365 coverage. Our MongoDB Atlas customers typically get monthly uptime service level commitments, where we are required to provide a service credit for any extended periods of downtime. The complexity and quality of our customer's implementation and the performance and availability of cloud services and cloud infrastructure are outside our control and, therefore, we are not in full control of whether we can meet these service level commitments. Our business, results of operations and financial condition could be adversely affected if we fail to meet our service level commitments for any reason. Any extended service outages could adversely affect our business, reputation and brand.

We rely on the performance of highly skilled personnel, including senior management and our engineering, professional services, sales and technology professionals; if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.

        We believe our success has depended, and continues to depend, on the efforts and talents of our senior management team, particularly our Chief Executive Officer and Chief Technology Officer, and our highly skilled team members, including our sales personnel, client services personnel and software engineers. We do not maintain key man insurance on any of our executive officers or key employees. From time to time, there may be changes in our senior management team resulting from the termination or departure of our executive officers and key employees. Our senior management and key employees are employed on an at-will basis, which means that they could terminate their employment with us at any time. The loss of any of our senior management or key employees, could adversely affect our ability to build on the efforts they have undertaken and to execute our business plan, and we may

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not be able to find adequate replacements. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees.

        Our ability to successfully pursue our growth strategy also depends on our ability to attract, motivate and retain our personnel. Competition for well-qualified employees in all aspects of our business, including sales personnel, client services personnel and software engineers, is intense. Our recruiting efforts focus on elite organizations and our primary recruiting competition are well-known, high-paying technology companies. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected.

If we are not able to maintain and enhance our brand, especially among developers, our business and operating results may be adversely affected.

        We believe that developing and maintaining widespread awareness of our brand, especially with developers, in a cost-effective manner is critical to achieving widespread acceptance of our software and attracting new customers. Brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in building our brand. For instance, our continued focus and investment in MongoDB World, MongoDB University, and similar investments in our brand and customer engagement and education may not generate a sufficient financial return. If we fail to successfully promote and maintain our brand, or continue to incur substantial expenses, we may fail to attract or retain customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our platform.

Our corporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and entrepreneurial spirit we have worked hard to foster, which could harm our business.

        We believe that our culture has been and will continue to be a key contributor to our success. From January 31, 2015 to July 31, 2017, we increased the size of our workforce by 443 employees, and we expect to continue to hire aggressively as we expand, especially sales and marketing personnel. If we do not continue to maintain our corporate culture as we grow, we may be unable to foster the innovation, creativity, and entrepreneurial spirit we believe we need to support our growth. Moreover, many of our existing employees may be able to receive significant proceeds from sales of our Class A common stock in the public markets after this offering, which could lead to employee attrition and disparities of wealth among our employees that adversely affects relations among employees and our culture in general. Our substantial anticipated headcount growth and our transition from a private company to a public company may result in a change to our corporate culture, which could harm our business.

We depend and rely upon software-as-a-service, or SaaS, technologies from third parties to operate our business, and interruptions or performance problems with these technologies may adversely affect our business and results of operations.

        We rely on hosted SaaS applications from third parties in order to operate critical functions of our business, including enterprise resource planning, order management, contract management billing, project management, and accounting and other operational activities. If these services become unavailable due to extended outages, interruptions or because they are no longer available on commercially reasonable terms, our expenses could increase, our ability to manage finances could be interrupted and our processes for managing sales of our platform and supporting our customers could

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be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.

We may be subject to intellectual property rights claims by third parties, which may be costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

        Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. We have in the past and may in the future be subject to claims that we have misappropriated, misused or infringed the intellectual property rights of our competitors, non-practicing entities or other third parties. This risk is exacerbated by the fact that our software incorporates third-party open source software.

        Any intellectual property claims, with or without merit, could be very time-consuming and expensive and could divert our management's attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violation of a third party's rights, some of which we have invested considerable effort and time to bring to market. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license is available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for any aspect of our business that may ultimately be determined to infringe on the intellectual property rights of another party, we could be forced to limit or stop sales of subscriptions to our software and may be unable to compete effectively. Any of these results would adversely affect our business, results of operations and financial condition.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

        Our agreements with customers and other third parties may include indemnification provisions under which we agree to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from our software, services or other contractual obligations. Large indemnity payments could harm our business, results of operations and financial condition. Although we normally contractually limit our liability with respect to such indemnity obligations, we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other existing customers and new customers and harm our business and results of operations.

We recognize a majority of our revenue over the term of our customer contracts. Consequently, increases or decreases in new sales may not be immediately reflected in our results of operations and may be difficult to discern.

        We recognize subscription revenue from subscription customers ratably over the terms of their contracts. The majority of our subscription contracts were one year in duration in fiscal year 2017. As a result, a portion of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter may have a small impact on the revenue that we recognize for that quarter. However, such a decline will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and potential changes in our pricing

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policies or rate of customer expansion or retention, may not be fully reflected in our results of operations until future periods. In addition, a significant majority of our costs are expensed as incurred, while revenue is recognized over the life of the subscription agreement. As a result, growth in the number of customers could continue to result in our recognition of higher costs and lower revenue in the earlier periods of our subscription agreements. Finally, our subscription-based revenue model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers and significant increases in the size of subscriptions with existing customers must be recognized over the applicable subscription term.

Because our long-term growth strategy involves further expansion of our sales to customers outside the United States, our business will be susceptible to risks associated with international operations.

        A component of our growth strategy involves the further expansion of our operations and customer base internationally. In the fiscal years ended January 31, 2016 and 2017 and the six months ended July 31, 2017, total revenue generated from customers outside the United States was 31%, 35% and 35%, respectively, of our total revenue. We currently have international offices outside of North America throughout Europe, the Middle East and Africa, or EMEA, and the Asia-Pacific region, focusing primarily on selling our products and services in those regions. In the future, we may expand to other international locations. Our current international operations and future initiatives involve a variety of risks, including:

    changes in a specific country's or region's political or economic conditions;

    the need to adapt and localize our products for specific countries;

    greater difficulty collecting accounts receivable and longer payment cycles;

    unexpected changes in laws, regulatory requirements, taxes or trade laws;

    more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information, particularly in EMEA;

    differing labor regulations, especially in EMEA, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations;

    challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs;

    difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems and regulatory systems;

    increased travel, real estate, infrastructure and legal compliance costs associated with international operations;

    currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future;

    limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

    laws and business practices favoring local competitors or general preferences for local vendors;

    limited or insufficient intellectual property protection or difficulties enforcing our intellectual property;

    political instability or terrorist activities;

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    exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act and similar laws and regulations in other jurisdictions; and

    adverse tax burdens and foreign exchange controls that could make it difficult to repatriate earnings and cash.

        Our limited experience in operating our business internationally increases the risk that any potential future expansion efforts that we may undertake will not be successful. If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business and operating results will suffer.

If currency exchange rates fluctuate substantially in the future, our financial results, which are reported in U.S. dollars, could be adversely affected.

        As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Often, contracts executed by our foreign operations are denominated in the currency of that country or region and a portion of our revenue is therefore subject to foreign currency risks. However, a strengthening of the U.S. dollar could increase the real cost of our subscription offerings and related services to our customers outside of the United States, adversely affecting our business, results of operations and financial condition. We incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported results of operations. To date, we have not engaged in any hedging strategies, and any such strategies, such as forward contracts, options and foreign exchange swaps related to transaction exposures that we may implement in the future to mitigate this risk may not eliminate our exposure to foreign exchange fluctuations. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

Changes in laws and regulations related to the internet or changes in the internet infrastructure itself may diminish the demand for our software, and could have a negative impact on our business.

        The future success of our business, and particularly our cloud offerings, such as MongoDB Atlas, depends upon the continued use of the internet as a primary medium for commerce, communication and business applications. Federal, state or foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the internet as a commercial medium. Changes in these laws or regulations could require us to modify our software in order to comply with these changes. In addition, government agencies or private organizations may begin to impose taxes, fees or other charges for accessing the internet or commerce conducted via the internet. These laws or charges could limit the growth of internet-related commerce or communications generally, resulting in reductions in the demand for internet-based solutions such as ours.

        In addition, the use of the internet as a business tool could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the internet and its acceptance as a business tool have been adversely affected by "ransomware," "viruses," "worms," "malware," "phishing attacks," "data breaches" and similar malicious programs, behavior, and events, and the internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the internet is adversely affected by these issues, demand for our subscription offerings and related services could suffer.

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Our corporate structure and intercompany arrangements are subject to the tax laws of various jurisdictions, and we could be obligated to pay additional taxes, which would harm our results of operations.

        Based on our current corporate structure, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents. The authorities in these jurisdictions could review our tax returns or require us to file tax returns in jurisdictions in which we are not currently filing, and could impose additional tax, interest and penalties. In addition, the authorities could claim that various withholding requirements apply to us or our subsidiaries, assert that benefits of tax treaties are not available to us or our subsidiaries, or challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing. The relevant taxing authorities may determine that the manner in which we operate our business does not achieve the intended tax consequences. If such a disagreement was to occur, and our position was not sustained, we could be required to pay additional taxes, and interest and penalties. Such authorities could 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 increase in the amount of taxes we pay or that are imposed on us could increase our worldwide effective tax rate and harm our business and results of operations.

We may acquire or invest in companies, which may divert our management's attention and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions.

        Our success will depend, in part, on our ability to grow our business in response to changing technologies, customer demands and competitive pressures. In some circumstances, we may choose to do so through the acquisition of businesses and technologies rather than through internal development. The identification of suitable acquisition candidates can be difficult, time-consuming and costly, and we may not be able to successfully complete identified acquisitions. The risks we face in connection with acquisitions include:

    an acquisition may negatively affect our results of operations because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by stockholders and third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;

    we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

    we may not be able to realize anticipated synergies;

    an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

    an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;

    we may encounter challenges integrating the employees of the acquired company into our company culture;

    we may encounter difficulties in, or may be unable to, successfully sell any acquired products;

    our use of cash to pay for acquisitions would limit other potential uses for our cash;

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    if we incur debt to fund any acquisitions, such debt may subject us to material restrictions on our ability to conduct our business financial maintenance covenants; and

    if we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.

        The occurrence of any of these risks could have an adverse effect on our business, results of operations and financial condition.

We are an "emerging growth company," and our election to comply with the reduced disclosure requirements as a public company may make our Class A common stock less attractive to investors.

        For so long as we remain an "emerging growth company," as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not "emerging growth companies," including not being required to comply with the independent auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, being required to provide fewer years of audited financial statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an "emerging growth company" until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of this offering, (b) in which our annual gross revenue is $1.07 billion or more, or (c) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities, and (2) we are deemed to be a "large accelerated filer" as defined in the Exchange Act. In addition, the JOBS Act also provides that an "emerging growth company" can take advantage of an extended transition period for complying with new or revised accounting standards. We have chosen to take advantage of such extended transition period, and as a result, we will not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

        We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile and may decline.

Failure to comply with anti-bribery, anti-corruption, and anti-money laundering laws could subject us to penalties and other adverse consequences.

        We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, or FCPA, U.S. Travel Act, the U.K. Bribery Act, or Bribery Act, and other anti-corruption, anti-bribery and anti-money laundering laws in various jurisdictions around the world. The FCPA, Bribery Act, and similar applicable laws generally prohibit companies, their officers, directors, employees and third-party intermediaries, business partners, and agents from making improper payments or providing other improper things of value to government officials or other persons. We and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and other third parties where we may be held liable for the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors, resellers, and agents, even if we do not explicitly authorize such activities. While we have policies and procedures and internal controls to address compliance with such laws, we cannot assure you that all of our employees and agents will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. To the extent that we learn that any of our employees, third-party intermediaries, agents, or business partners do not adhere

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to our policies, procedures, or internal controls, we are committed to taking appropriate remedial action. In the event that we believe or have reason to believe that our directors, officers, employees, third-party intermediaries, agents, or business partners have or may have violated such laws, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances. Detecting, investigating and resolving actual or alleged violations can be extensive and require a significant diversion of time, resources, and attention from senior management. Any violation of the FCPA, Bribery Act, or other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, fines, and penalties or suspension or debarment from U.S. government contracts, all of which may have a material adverse effect on our reputation, business, operating results and prospects, and financial condition.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

        Generally accepted accounting principles in the United States, or GAAP, are subject to interpretation by the Financial Accounting Standards Board, or FASB, the SEC, and various 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 particular, in May 2014, the FASB issued FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As an "emerging growth company" the JOBS Act allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act with respect to ASU 2014-09. We expect ASU 2014-09 to apply to us in fiscal year 2020.

        However, we are evaluating ASU 2014-09 and have not determined the impact it may have on our financial reporting. If, for example, we were required to recognize revenue differently with respect to our subscriptions, the differential revenue recognition may cause variability in our reported operating results due to periodic or long term changes in the mix among our subscription offerings.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations." The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities and equity, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue recognition, allowances for doubtful accounts, fair value of stock-based awards, fair value of redeemable convertible preferred stock warrants, legal contingencies, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, and accounting for income taxes. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our Class A common stock.

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If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

        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, and the rules and regulations of the applicable listing standards of the NASDAQ Global Market, or the NASDAQ. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

        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 to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

        Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and 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 Class A common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NASDAQ. We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

        Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an "emerging growth company" as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Class A common stock.

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We may require additional capital to support our operations or the growth of our business, and we cannot be certain that this capital will be available on reasonable terms when required, or at all.

        We have funded our operations since inception primarily through equity financings and payments by our customers for use of our subscription offerings and related services. We cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business.

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

We are a multinational organization faced with increasingly complex tax issues in many jurisdictions, and we could be obligated to pay additional taxes in various jurisdictions.

        As a multinational organization, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could 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 of which could have a material impact on us and the results of our operations.

The enactment of legislation implementing changes in U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

        Changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and 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 impact the tax treatment of our foreign earnings. Due to expansion of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

        Potential tax reform in the United States may result in significant changes to United States federal income taxation law, including changes to the U.S. federal income taxation of corporations (including the Company) and/or changes to the U.S. federal income taxation of stockholders in U.S. corporations, including investors in our Class A common stock. We are currently unable to predict whether such changes will occur and, if so, the impact of such changes, including on the U.S. federal income tax considerations relating to the purchase, ownership and disposition of our Class A common stock, as discussed below in "Material U.S. Federal Income Tax Considerations for Non-U.S. Holders."

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

        As of January 31, 2017, we had net operating loss, or NOL, carryforwards for Federal, state and Irish income tax purposes of approximately $175.6 million, $138.6 million, and $119.3 million, respectively, which may be available to offset taxable income in the future, and which expire in various years beginning in the year ending January 31, 2028 for federal purposes and the year ending January 31, 2021 for state purposes if not utilized. Ireland allows NOLs to be carried forward indefinitely. A lack of future taxable income would adversely affect our ability to utilize these NOLs before they expire. In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an "ownership change" (as defined under Section 382 of the Code and applicable Treasury Regulations) is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. We may experience a future ownership change (including, potentially, in connection with this offering) under Section 382 of the Code that could affect our ability to utilize the NOLs to offset our income. Furthermore, our ability to utilize NOLs of companies that we have acquired or may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to reduce future income tax liabilities, including for state tax purposes. For these reasons, we may not be able to utilize a material portion of the NOLs reflected on our balance sheet, even if we attain profitability, which could potentially result in increased future tax liability to us and could adversely affect our operating results and financial condition.

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

        We do not collect sales and use, value added or similar taxes in all jurisdictions in which we have sales, and we have been advised that such taxes are not applicable to our products and services in certain jurisdictions. Sales and use, value added and similar tax laws and rates vary greatly by jurisdiction. Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, to us or our end-customers for the past amounts, and we may be required to collect such taxes in the future. If we are unsuccessful in collecting such taxes from our end-customers, we could be held liable for such costs. Such tax assessments, penalties and interest, or future requirements may adversely affect our operating results.

We are subject to governmental 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 offerings are subject to United States export controls, and we incorporate encryption technology into certain of our offerings. These encryption offerings and the underlying technology may be exported outside of the United States only with the required export authorizations, including by license.

        Furthermore, our activities are subject to the U.S. economic sanctions laws and regulations that prohibit the shipment of certain products and services without the required export authorizations or export to countries, governments, and persons targeted by U.S. sanctions. While we take precautions to prevent our offerings from being exported in violation of these laws, including obtaining authorizations for our encryption offerings, implementing IP address blocking and screenings 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.

        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

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negative consequences including government investigations and penalties. We presently incorporate export control compliance requirements in our channel partner agreements. Complying with export control and sanctions regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.

        Violations of U.S. sanctions or export control laws can result in fines or penalties, including civil penalties of up to $289,238 or twice the value of the transaction, whichever is greater, per violation. In the event of criminal knowing and willful violations of these laws, fines of up to $1.0 million per violation and possible incarceration for responsible employees and managers could be imposed.

        Also, various countries, in addition to the United States, regulate the import and export of certain encryption and other technology, including import and export permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our offerings or could limit our customers' ability to implement our offerings in those countries. Changes in our offerings or future changes in export and import regulations may create delays in the introduction of our offerings in international markets, prevent our customers with international operations from deploying our offerings globally or, in some cases, prevent the export or import of our offerings to certain countries, governments, or persons altogether. 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 offerings by, or in our decreased ability to export or sell our offerings to, existing or potential customers with international operations. Any decreased use of our offerings or limitation on our ability to export or sell our offerings would likely adversely affect our business operations and financial results.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, data security breaches or terrorism.

        Our corporate headquarters is located in New York, and we have an office in Palo Alto, California and in 27 other locations. A significant natural disaster or man-made problem, such as an earthquake, fire, flood or an act of terrorism, occurring in any of these locations, or where a business partner is located, could adversely affect our business, results of operations and financial condition. Further, if a natural disaster or man-made problem were to affect datacenters used by our cloud infrastructure service providers this could adversely affect the ability of our customers to use our products. In addition, natural disasters and acts of terrorism could cause disruptions in our or our customers' businesses, national economies or the world economy as a whole. In the event of a major disruption caused by a natural disaster or man-made problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect our business, results of operations and financial condition.

        In addition, as computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks have become more prevalent, we face increased risk from these activities to maintain the performance, reliability, security and availability of our subscription offerings and related services and technical infrastructure to the satisfaction of our customers, which may harm our reputation and our ability to retain existing customers and attract new customers.

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Risks Related to Our Initial Public Offering and Ownership of Our Class A Common Stock

The dual class structure of our common stock has the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates, which will limit your ability to influence the outcome of important transactions, including a change in control.

        Our Class B common stock has 10 votes per share, and our Class A common stock, which is the stock we are offering in this initial public offering, has one vote per share. Given the greater number of votes per share attributed to our Class B common stock, our existing stockholders holding shares of Class B common stock will represent approximately 98% of the voting power of our outstanding capital stock and our directors, executive officers, and each of their affiliated entities, will represent approximately 70% of the voting power of our outstanding capital stock, based on the number of shares outstanding as of July 31, 2017. This concentrated control will limit your ability to influence corporate matters for the foreseeable future. For example, our existing stockholders holding the Class B common stock will be able to control all matters submitted to our stockholders for approval even when the shares of Class B common stock represent a small minority of all outstanding shares of our Class A common stock and Class B common stock, including amendments of our amended and restated certificate of incorporation or amended and restated bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans and approval of any merger or sale of assets for the foreseeable future. These holders of our Class B common stock may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentrated control may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their capital stock as part of a sale of our company and might ultimately affect the market price of our Class A common stock.

        Future transfers by holders of our Class B common stock will generally result in those shares converting into shares of our Class A common stock, subject to limited exceptions, such as certain transfers effected for tax or estate planning purposes. The conversion of shares of our Class B common stock into shares of our Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long term. For example, Kevin P. Ryan, Eliot Horowitz and Dwight Merriman represent approximately 20% of the voting power of our outstanding capital stock based on the number of shares outstanding as of July 31, 2017, and if they retain a significant portion of their holdings of our Class B common stock for an extended period of time, they could control a significant portion of the voting power of our capital stock for the foreseeable future. As board members, Messrs. Ryan and Horowitz each owe a fiduciary duty to our stockholders and must act in good faith and in a manner they each reasonably believe to be in the best interests of our stockholders. As stockholders, Messrs. Ryan, Horowitz and Merriman are entitled to vote their shares in their own interests, which may not always be in the interests of our stockholders generally. For a description of the dual class structure, see the section titled "Description of Capital Stock."

We cannot predict the impact our dual class structure may have on our stock price or our business.

        We cannot predict whether our dual class structure, combined with the concentrated control of our stockholders who held our capital stock prior to the completion of this offering, including our executive officers, employees and directors and their affiliates, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. In July 2017, FTSE Russell announced that it plans to require new constituents of its indexes to have greater than 5% of the company's voting rights in the hands of public stockholders, and S&P Dow Jones announced that it will no longer admit companies with

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multiple-class share structures to certain of its indexes. Because of our dual class structure, we will likely be excluded from these indexes and we cannot assure you that other stock indexes will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.

There has been no prior public trading market for our Class A common stock, and an active trading market may not develop or be sustained following this offering.

        We have applied to list our Class A common stock on the NASDAQ under the symbol "MDB." However, there has been no prior public trading market for our Class A common stock. We cannot assure you that an active trading market for our Class A common stock will develop on such exchange or elsewhere or, if developed, that any market will be sustained. Accordingly, we cannot assure you of the liquidity of any trading market, your ability to sell your shares of our Class A common stock when desired or the prices that you may obtain for your shares of our Class A common stock.

The trading price of our Class A common stock could be volatile, which could cause the value of your investment to decline.

        Technology stocks have historically experienced high levels of volatility. The trading price of our Class A common stock following this offering may fluctuate substantially. Following the completion of this offering, the market price of our Class A common stock may be higher or lower than the price you pay in the initial public offering, depending on many factors, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our Class A common stock. Factors that could cause fluctuations in the trading price of our Class A common stock include the following:

    announcements of new products or technologies, commercial relationships, acquisitions or other events by us or our competitors;

    changes in how customers perceive the benefits of our product and future product offerings and releases;

    departures of key personnel;

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

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

    sales of large blocks of our Class A common stock;

    actual or anticipated changes or fluctuations in our results of operations;

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

    changes in actual or future expectations of investors or securities analysts;

    significant data breach involving our software;

    litigation involving us, our industry, or both;

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

    general economic conditions and trends;

    major catastrophic events in our domestic and foreign markets; and

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    "flash crashes," "freeze flashes" or other glitches that disrupt trading on the securities exchange on which we are listed.

        In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our Class A common stock could decline for reasons unrelated to our business, results of operations or financial condition. The trading price of our Class A common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us. In the past, following periods of volatility in the trading price of a company's securities, securities class action litigation has often been brought against that company. If our stock price is volatile, we may become the target of securities litigation. Securities litigation could result in substantial costs and divert our management's attention and resources from our business. This could have an adverse effect on our business, results of operations and financial condition.

If securities analysts or industry analysts were to downgrade our stock, publish negative research or reports or fail to publish reports about our business, our competitive position could suffer, and our stock price and trading volume could decline.

        The trading market for our Class A common stock will, to some extent, depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us should downgrade our stock or publish negative research or reports, cease coverage of our company or fail to regularly publish reports about our business, our competitive position could suffer, and our stock price and trading volume could decline.

We may invest or spend the proceeds of this initial public offering in ways with which you may not agree or in ways which may not yield a return.

        We anticipate that the net proceeds from this initial public offering will be used for working capital and other general corporate purposes, including continued investments in our product offerings, growing our customer base, expanding the subscriptions of our existing customers, driving usage of MongoDB Atlas, fostering the MongoDB developer community and expanding our international footprint. We may also use a portion of the net proceeds of this offering for acquisitions or strategic investments in businesses or technologies. However, we do not have any agreements or commitments for any acquisitions or strategic investments at this time. Accordingly, our management will have broad discretion over the specific use of the net proceeds that we receive in this initial public offering and might not be able to obtain a significant return, if any, on investment of these net proceeds. Investors in this initial public offering will need to rely upon the judgment of our management with respect to the use of proceeds. The net proceeds may be invested with a view towards long-term benefits for our stockholders and this may not increase our operating results or market value. If we do not use the net proceeds that we receive in this initial public offering effectively, our business, results of operations and financial condition could be harmed.

Purchasers in this offering will immediately experience substantial dilution in net tangible book value.

        The initial public offering price of our Class A common stock is substantially higher than the pro forma net tangible book value per share of our common stock immediately following this initial public offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our Class A common stock in this initial public offering, you will experience immediate dilution of $15.68 per share, the difference between the price per share you pay for our Class A common stock and the pro forma net tangible book value per share as of July 31, 2017, after giving effect to the issuance of shares of our Class A common stock in this offering. See the section titled "Dilution" below.

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Sales of substantial amounts of our Class A common stock in the public markets, or the perception that such sales could occur, could reduce the price that our Class A common stock might otherwise attain.

        Sales of a substantial number of shares of our Class A common stock in the public market after this offering, or the perception that such sales could occur, could adversely affect the market price of our Class A common stock and may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate. Based on the total number of outstanding shares of our capital stock as of July 31, 2017, upon completion of this initial public offering, we will have approximately 48,968,305 shares of capital stock outstanding. All of the shares of Class A common stock sold in this initial public offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, as amended, or the Securities Act, except for any shares held by our "affiliates" as defined in Rule 144 under the Securities Act.

        Subject to certain exceptions described in the section titled "Underwriting," we, our executive officers, directors and holders of a substantial majority of our common stock and securities convertible into or exchangeable for shares of our common stock have entered into or will enter into lock-up agreements with the underwriters of this offering under which we and they have agreed or will agree that, subject to certain exceptions, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., we and they will not dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our common stock for a period of 180 days after the date of this prospectus. In addition, our executive officers, directors and holders of substantially all of our common stock and securities convertible into or exchangeable for shares of our common stock have entered into market standoff agreements with us, or are subject to covenants requiring them to enter into such an agreement, under which they have agreed that, subject to certain exceptions, without our consent, they will not dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our common stock for a period of 180 days after the date of this prospectus. We will agree that, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., we will not release any of the securities subject to these market standoff agreements. When the lock-up period in the lock-up agreements and market standoff agreements expires, we and our locked-up security holders will be able to sell our shares in the public market. In addition, Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., on behalf of the underwriters, may release all or some portion of the shares subject to the lock-up agreements or market standoff agreements prior to the expiration of the lock-up period. See the section titled "Shares Eligible for Future Sale" for more information. Sales of a substantial number of such shares, or the perception that such sales may occur, upon expiration of, or early release of the securities subject to, the lock-up agreements or market standoff agreements, could cause our stock price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.

        Based on shares outstanding as of July 31, 2017, holders of up to approximately 35,123,279 shares, or 74% of our capital stock after the completion of this offering, will have rights, subject to certain conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the offer and sale of all shares of capital stock that we may issue under our equity compensation plans.

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

        We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, directors and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in companies, products or technologies and

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issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Class A common stock to decline.

You should rely only on statements made in this prospectus in determining whether to purchase our stock in this initial public offering and not on information in public media that is published by third parties.

        You should carefully read and evaluate all the information in this prospectus. In the past, we have received, and may continue to receive, a high degree of media coverage. This includes coverage that is not attributable to statements made by our officers or employees or incorrectly reports on statements made by our officers or employees. In addition, coverage may be misleading if it omits information provided by us, our officers, or employees or public data. You should rely only on the information contained in this prospectus in determining whether to purchase our shares of Class A common stock.

We do not intend to pay dividends on our Class A common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Class A common stock.

        We have never declared or paid any dividends on our capital stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A common stock if the market price of our Class A common stock increases.

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

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

Our amended and restated certificate of incorporation provides 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 certificate of incorporation 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; and

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

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        Our amended and restated certificate of incorporation 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 certificate of incorporation 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.

Delaware law and our corporate charter and bylaws will contain anti-takeover provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

        Our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect upon completion of this offering contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

    a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

    the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

    the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

    a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

    the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

    the requirement for the affirmative vote of holders of at least 66 2 / 3 % of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the management of our business (including our classified board structure) or certain provisions of our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

    the ability of our board of directors to amend our bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend our bylaws to facilitate an unsolicited takeover attempt;

    advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of us; and

    the authorization of two classes of common stock, as discussed above.

        In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law, which may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a specified period of time.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements. These statements may relate to, but are not limited to, expectations of future operating results or financial performance, capital expenditures, use of proceeds from this offering, introduction of new products and enhancements to our current platform, regulatory compliance, plans for growth and future operations, the size of our addressable market and market trends, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under "Risk Factors." In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "objective," "ongoing," "plan," "predict," "project," "potential," "should," "will," or "would," or the negative of these terms or other comparable terminology. Actual events or results may differ from those expressed in these forward-looking statements, and these differences may be material and adverse. The forward-looking statements are contained principally in the sections titled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Result of Operations" and "Business."

        We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in the section titled "Risk Factors" and elsewhere in this prospectus. These risks are not exhaustive. Other sections of this prospectus include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

        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.

        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 forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

        The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus or to conform such statements to actual results or revised expectations, except as required by law.

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INDUSTRY AND MARKET DATA

        Information contained in this prospectus concerning our industry and the market in which we operate, including our general expectations and market position, market opportunity and market size is based on information from various sources, including independent industry publications by 451 Research, Cisco, DB-Engines, Evans Data Corporation, Forrester, IDC and Stack Overflow. In presenting this information, we have also made assumptions based on such data and other similar sources, and on our knowledge of, and our experience to date in, the markets for our services. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although neither we nor the underwriters have independently verified the accuracy or completeness of any third-party information, we believe the market position, market opportunity and market size information included in this prospectus is reliable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the "Risk Factors" section. 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 Forrester study described herein represents data, research opinion or viewpoints published by Forrester and are not representations of fact. We have been advised by Forrester that its study speaks as of its original publication date (and not as of the date of this prospectus) and any opinions expressed in the study are subject to change without notice.

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USE OF PROCEEDS

        We estimate that the net proceeds from our issuance and sale of 8,000,000 shares of our Class A common stock in this offering will be approximately $138.2 million, or approximately $159.4 million if the underwriters exercise their over-allotment option in full, based upon an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $7.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase or decrease in the number of shares offered by us would increase or decrease the net proceeds to us from this offering by approximately $17.7 million, assuming that the assumed initial offering price to the public remains the same, and after deducting estimated underwriting discounts and commissions. We do not expect that a change in the initial price to the public or the number of shares by these amounts would have a material effect on the uses of the proceeds from this offering, although it may accelerate the time at which we will need to seek additional capital.

        The principal purposes of this offering are to increase our financial flexibility, create a public market for our Class A common stock and facilitate our future access to the capital markets. Although we have not yet determined with certainty the manner in which we will allocate the net proceeds of this offering, we currently intend to use the net proceeds from this offering for working capital and other general corporate purposes, including continued investments in our product offerings, growing our customer base, expanding the subscriptions of our existing customers, driving usage of MongoDB Atlas, fostering the MongoDB developer community and expanding our international footprint.

        We may also use a portion of the proceeds from this offering for acquisitions or strategic investments in businesses or technologies, although we do not currently have any plans for any such acquisitions or investments.

        The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have significant flexibility in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short-and intermediate-term, interest-bearing, investment-grade securities and government securities.

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DIVIDEND POLICY

        We have never declared or paid any dividends on our common stock. We currently intend to retain all available funds and any future earnings for the operation and expansion of our business. Accordingly, following this offering, we do not anticipate declaring or paying dividends in the foreseeable future. The payment of any future dividends will be at the discretion of our board of directors and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our current and future debt agreements, and other factors that our board of directors may deem relevant. We may also be subject to covenants under future debt arrangements that place restrictions on our ability to pay dividends.

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CAPITALIZATION

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

    on an actual basis;

    on a pro forma basis to reflect (1) the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 26,952,887 shares of Class B common stock as if such conversion had occurred on July 31, 2017; (2) the reclassification of our redeemable convertible preferred stock warrant liability to stockholders' equity in connection with the expiration of our outstanding redeemable convertible preferred stock warrants as if this offering had occurred on July 31, 2017; and (3) the filing of our amended and restated certificate of incorporation, each of which will occur immediately prior to the completion of this offering; and

    on a pro forma as adjusted basis to reflect the pro forma items described immediately above and the sale of 8,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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        You should read this table together with the sections titled "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 
  As of July 31, 2017  
 
  Actual   Pro Forma   Pro Forma
As Adjusted (1)
 
 
  (unaudited)
 
 
  (in thousands, except share and per share data)
 

Cash and cash equivalents

  $ 40,769   $ 40,769   $ 180,156  

Redeemable convertible preferred stock warrant liability

  $ 1   $   $  

Redeemable convertible preferred stock, par value $0.001 per share; 41,234,841 shares authorized, 41,232,762 shares issued and outstanding, actual; no shares authorized, issued or outstanding, pro forma and pro forma as adjusted

    346,428          

Stockholders' (deficit) equity:

                   

Class A common stock, par value $0.001 per share; 162,500,000 shares authorized, 68,199 shares issued and outstanding, actual; 1,000,000,000 shares authorized, 68,199 shares issued and outstanding, pro forma; 1,000,000,000 shares authorized, 8,068,199 shares issued and outstanding, pro forma as adjusted

            8  

Class B common stock, par value $0.001 per share; 113,000,000 shares authorized, 14,046,590 shares issued and 13,947,219 shares outstanding, actual; 100,000,000 shares authorized, 40,999,477 shares issued and 40,900,106 shares outstanding, pro forma; 100,000,000 shares authorized, 40,999,477 shares issued and 40,900,106 shares outstanding, pro forma as adjusted

    14     41     41  

Additional paid-in capital

    76,519     422,921     561,122  

Treasury stock, 99,371 shares

    (1,319 )   (1,319 )   (1,319 )

Accumulated other comprehensive income

    (241 )   (241 )   (241 )

Accumulated deficit

    (393,170 )   (393,170 )   (393,170 )

Total stockholders' (deficit) equity

    (318,197 )   28,232     166,441  

Total capitalization

  $ 28,232   $ 28,232   $ 166,441  

(1)
The pro forma as adjusted information set forth above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $7.4 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase or decrease in the number of shares offered by us would increase or decrease pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' equity and total capitalization by approximately $17.7 million, assuming that the assumed initial offering price to the public remains the same, and after deducting estimated underwriting discounts and commissions.

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        The outstanding share information in the table above excludes:

    2,918,476 shares of Class A common stock and 9,514,220 shares of Class B common stock, in each case, issuable upon the exercise of options outstanding as of July 31, 2017, at a weighted-average exercise price of $8.95 and $6.43 per share, respectively;

    123,602 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2017, at a weighted-average exercise price of $5.85 per share;

    an additional 5,003,719 shares of Class A common stock reserved for future issuance pursuant to our 2016 Equity Incentive Plan, as amended and restated in connection with this offering, as well as, upon the expiration or termination prior to exercise of any shares of Class B common stock issuable upon the exercise of stock options outstanding under our 2008 Stock Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 9,514,220; and

    995,000 shares of Class A common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective.

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DILUTION

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

        Our historical net tangible book value as of July 31, 2017 was $(324.7) million, or $(23.17) per share of our common stock. Our historical net tangible book value per share represents our total tangible assets less our total liabilities and redeemable convertible preferred stock (which is not included within stockholders' (deficit) equity), divided by the number of shares of Class A common stock and Class B common stock outstanding as of July 31, 2017.

        Our pro forma net tangible book value as of July 31, 2017 was $21.7 million, or $0.53 per share of common stock. Pro forma net tangible book value per share represents our total tangible assets less our total liabilities, divided by the number of shares of Class A common stock and Class B common stock outstanding as of July 31, 2017, after giving effect to: (1) the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 26,952,887 shares of Class B common stock as if such conversion had occurred on July 31, 2017; (2) the reclassification of our redeemable convertible preferred stock warrant liability to stockholders' equity in connection with the expiration of our outstanding redeemable convertible preferred stock warrants as if this offering had occurred on July 31, 2017; and (3) the filing of our amended and restated certificate of incorporation, each of which will occur immediately prior to the closing of this offering.

        Our pro forma as adjusted net tangible book value represents our pro forma net tangible book value, plus the effect of the sale of 8,000,000 shares of Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Our pro forma as adjusted net tangible book value as of July 31, 2017 was $162.7 million, or $3.32 per share of common stock. This amount represents an immediate increase in pro forma net tangible book value of $2.79 per share to our existing stockholders and an immediate dilution of $15.68 per share to investors participating in this offering. We determine dilution per share to investors participating in this offering by subtracting pro forma as adjusted net tangible book value per share after this offering from the assumed initial public offering price per share paid by investors participating in this offering.

        The following table illustrates this dilution on a per share basis to new investors:

Assumed initial public offering price per share

                 $ 19.00  

Historical net tangible book value per share as of July 31, 2017

  $ (23.17 )      

Increase per share attributable to the pro forma adjustments described above

    23.70        

Pro forma net tangible book value per share as of July 31, 2017

    0.53        

Increase in pro forma net tangible book value per share attributed to new investors purchasing shares from us in this offering

    2.79        

Pro forma as adjusted net tangible book value per share after giving effect to this offering

          3.32  

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering

        $ 15.68  

        The pro forma as adjusted dilution information discussed above is illustrative only and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease

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the pro forma as adjusted net tangible book value per share by $0.15 per share and the dilution per share to investors participating in this offering by $0.85 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. We may also increase or decrease the number of shares we are offering. A 1,000,000 share increase in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase the pro forma as adjusted net tangible book value per share by $0.29 and decrease the dilution per share to investors participating in this offering by $0.29, assuming the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions. A 1,000,000 share decrease in the number of shares offered by us, as set forth on the cover page of this prospectus, would decrease the pro forma as adjusted net tangible book value per share after this offering by $0.30 and increase the dilution per share to new investors participating in this offering by $0.30, assuming the assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions.

        If the underwriters exercise their over-allotment option in full to purchase an additional 1,200,000 shares of our Class A common stock in this offering, the pro forma as adjusted net tangible book value of our common stock would increase to $3.67 per share, representing an immediate increase in the pro forma net tangible book value per share to existing stockholders of $3.14 per share and an immediate dilution of $15.33 per share to investors participating in this offering.

        The following table summarizes as of July 31, 2017, on the pro forma as adjusted basis described above, the number of shares of our Class A common stock and Class B common stock, the total consideration and the average price per share (1) paid to us by our existing stockholders and (2) to be paid by investors purchasing our Class A common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 
  Shares Purchased   Total Consideration   Weighted-
Average
Price
Per Share
 
 
  #   %   $   %  

Existing stockholders

    40,968,305     84 % $ 422,960,642     74 % $ 10.32  

New Investors purchasing Class A common stock

    8,000,000     16     152,000,000     26   $ 19.00  

Total

    48,968,305     100.0 % $ 574,960,642     100.0 %      

        If the underwriters exercise their over-allotment option in full, the number of shares held by the existing stockholders after this offering would be reduced to 82% of the total number of shares of our Class A common stock and Class B common stock outstanding after this offering, and the number of shares held by new investors would increase to 9,200,000 shares, or 18% of the total number of shares of our Class A common stock and Class B common stock outstanding after this offering.

        The outstanding share information used in the computations above excludes:

    2,918,476 shares of Class A common stock and 9,514,220 shares of Class B common stock, in each case, issuable upon the exercise of options outstanding as of July 31, 2017, at a weighted-average exercise price of $8.95 and $6.43 per share, respectively;

    123,602 shares of Class B common stock issuable upon the exercise of warrants outstanding as of July 31, 2017, at a weighted-average exercise price of $5.85 per share;

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    an additional 5,003,719 shares of Class A common stock reserved for future issuance pursuant to our 2016 Equity Incentive Plan, as amended and restated in connection with this offering, as well as, upon the expiration or termination prior to exercise of any shares of Class B common stock issuable upon the exercise of stock options outstanding under our 2008 Stock Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 9,514,220; and

    995,000 shares of Class A common stock reserved for future issuance under our 2017 Employee Stock Purchase Plan, which will become effective once the registration statement, of which this prospectus forms a part, is declared effective.

        To the extent that outstanding options or warrants are exercised, new options or other securities are issued under our equity incentive plans, or we issue additional shares of common stock in the future, there will be further dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

        We derived the following selected consolidated statements of operations data for the fiscal years ended January 31, 2016 and 2017 and the selected consolidated balance sheet data as of January 31, 2016 and 2017 from our audited consolidated financial statements included elsewhere in this prospectus. We derived the selected consolidated statements of operations data for the six months ended July 31, 2016 and 2017 and the selected consolidated balance sheet data as of July 31, 2017 from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our unaudited interim consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of our unaudited interim consolidated financial statements. We derived the following selected consolidated statement of operations data for the fiscal year ended January 31, 2015, and the selected consolidated balance sheet data as of January 31, 2015, from our audited consolidated financial statements not included in this prospectus. Our fiscal year ends January 31.

        Historical results are not necessarily indicative of the results that may be expected in the future, and the results for the six months ended July 31, 2017 are not necessarily indicative of the results to be expected for the full year or any other period. The selected financial data set forth below should be read together with the consolidated financial statements and the related notes included elsewhere in this prospectus, as well as the section of this prospectus titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."

 
  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Consolidated Statements of Operations Data:

                               

Revenue:

                               

Subscription

  $ 34,109   $ 58,561   $ 91,235   $ 40,213   $ 61,718  

Services

    6,679     6,710     10,123     4,906     6,272  

Total revenue

    40,788     65,271     101,358     45,119     67,990  

Cost of revenue (1) :

                               

Subscription

    11,305     13,146     19,352     8,675     13,765  

Services

    6,805     7,715     10,515     5,628     5,622  

Total cost of revenue

    18,110     20,861     29,867     14,303     19,387  

Gross profit

    22,678     44,410     71,491     30,816     48,603  

Operating expenses:

                               

Sales and marketing (1)

    52,072     56,613     78,584     37,454     49,037  

Research and development (1)

    33,316     43,465     51,772     25,240     28,826  

General and administrative (1)

    13,005     17,070     27,082     13,531     16,704  

Total operating expenses

    98,393     117,148     157,438     76,225     94,567  

Loss from operations

    (75,715 )   (72,738 )   (85,947 )   (45,409 )   (45,964 )

Other income (expense), net

    (660 )   (306 )   (15 )   233     676  

Loss before provision for income taxes

    (76,375 )   (73,044 )   (85,962 )   (45,176 )   (45,288 )

Provision for income taxes

    298     442     719     150     481  

Net loss

  $ (76,673 ) $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

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  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands, except share and per share data)
 

Net loss per share attributable to common stockholders, basic and diluted

  $ (7.21 ) $ (6.54 ) $ (7.10 ) $ (3.85 ) $ (3.42 )

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted (2)

    10,633,985     11,240,696     12,211,711     11,763,154     13,386,109  

Pro forma net loss per share attributable to common stockholders, basic and diluted (2)

              $ (2.28 )       $ (1.14 )

Weighted-average shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted (2)

                38,068,020           40,296,208  

(1)
Includes stock-based compensation expense as follows:
 
  Year Ended January 31,   Six Months
Ended
July 31,
 
 
  2015   2016   2017   2016   2017  
 
  (in thousands)
 

Cost of revenue—subscription

  $ 182   $ 282   $ 570   $ 294   $ 321  

Cost of revenue—services

    187     272     482     327     170  

Sales and marketing

    2,637     3,524     5,514     3,251     2,697  

Research and development

    2,194     4,034     5,755     3,312     2,567  

General and administrative

    1,897     4,675     8,683     5,099     3,616  

Total stock-based compensation expense

  $ 7,097   $ 12,787   $ 21,004   $ 12,283   $ 9,371  
(2)
See Note 10 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate basic and diluted net loss per share and pro forma net loss per share attributable to common stockholders and the weighted-average number of shares used in the computation of the per share amounts.
 
  As of January 31,    
 
 
  As of
July 31,
2017
 
 
  2015   2016   2017  
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                         

Cash, cash equivalents and short-term investments

  $ 157,588   $ 113,159   $ 116,500   $ 92,451  

Working capital

    131,909     78,355     60,662     29,347  

Total assets

    195,891     156,813     174,432     157,916  

Deferred revenue, current and non-current

    41,034     58,260     93,739     105,266  

Long-term debt, current and non-current, net of debt issuance costs

                 

Redeemable convertible preferred stock warrant liability

    1,211     1,310     1,272     1  

Redeemable convertible preferred stock

    310,315     310,315     345,257     346,428  

Accumulated deficit

    (185,783 )   (259,269 )   (347,401 )   (393,170 )

Total stockholders' deficit

    (171,013 )   (228,505 )   (286,514 )   (318,197 )

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

         You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled "Special Note Regarding Forward-Looking Statements" and "Risk Factors" for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our fiscal year ends January 31.

Overview

        MongoDB is the leading modern, general purpose database platform. Our platform unleashes the power of software and data for developers and the applications they build.

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. To compete effectively in today's global, data-driven market environment, organizations must provide their end-users with applications that capture and leverage the vast volumes of available data. As a result, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

        A database is at the heart of every software application. As a result, selecting a database is a highly strategic decision that directly affects developer productivity, application performance and organizational competitiveness. We built our platform to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our platform addresses the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of legacy databases. This allows software developers to build or modernize applications quickly and intuitively, making developers more productive and giving their organizations a competitive advantage.

        Our founders were frustrated by the challenges of working with legacy database offerings and started our company in 2007 with the goal of creating a modern database platform to address these challenges while maintaining the best aspects of relational databases. We have historically invested significant amounts in research and development to build our platform.

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        Since our founding, we have achieved the following significant milestones:

GRAPHIC

2009:   MongoDB Community Server version 0.9 released
2011:   Launched MongoDB's first cloud management tools
2012:   Began providing 24x365 technical support
2013:   Introduced first commercial version of MongoDB Enterprise Database Server
2014:   Acquired WiredTiger, a storage engine, to expand the breadth of use cases supported on our platform
2015:   Introduced MongoDB Compass, our graphical user interface and our analytics integrations, including Connector for BI
2016:   Launched MongoDB Atlas, our database-as-a-service, or DBaaS, offering, and released the latest version of our platform
2017:   Surpassed 4,000 customers and expanded MongoDB Atlas to all three major public cloud providers, offering customers multiple deployment options to avoid vendor lock-in

        We generate revenue primarily from sales of subscriptions, which accounted for 90% and 91% of our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. Our primary subscription package is MongoDB Enterprise Advanced, which represented 71% and 69% of our subscription revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. MongoDB Enterprise Advanced is our comprehensive offering for enterprise customers that can be run in the cloud, on-premise or in a hybrid environment, and includes our proprietary database server, enterprise management capabilities, our graphical user interface, analytics integrations, technical support and a commercial license to our platform.

        To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that includes the core functionality developers need to get started with MongoDB but not all of the features of our commercial platform.

        Many of our enterprise customers initially get to know our software by using Community Server. As a result, our direct sales prospects are often familiar with our platform and may have already built applications using our technology. We sell subscriptions directly through our field and inside sales teams, as well as indirectly through channel partners. Our subscription offerings are generally priced on a per server basis, subject to a per server RAM limit. The majority of our subscription contracts are one year in duration and invoiced upfront, although a growing number of our customers are entering

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into multi-year subscriptions. When we enter into multi-year subscriptions, we typically invoice the customer on an annual basis.

        We introduced MongoDB Atlas in June 2016. MongoDB Atlas is our cloud hosted DBaaS offering that includes comprehensive infrastructure and management of Community Server. It represented 1% of our total revenue in fiscal year 2017 and 5% of our total revenue for the six months ended July 31, 2017. MongoDB Atlas is consumption-based and charged monthly to the customer based on usage. Given our platform has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone, our initial growth strategy for MongoDB Atlas is to convert developers and their organizations who are already using Community Server to become customers of MongoDB Atlas and enjoy the benefits of a managed offering. We have invested significantly in MongoDB Atlas and our ability to drive adoption of MongoDB Atlas is a key component of our growth strategy.

        We also generate revenue from services, which consist primarily of fees associated with consulting and training services. Revenue from services accounted for 10% and 9% of our total revenue in fiscal year 2017 and in the six months ended July 31, 2017, respectively. We expect to continue to invest in our services organization as we believe it plays an important role in accelerating our customers' realization of the benefits of our platform, which helps drive customer retention and expansion.

        We believe the market for our solutions is large and growing. We have made substantial investments in developing our platform and expanding our sales and marketing footprint. Worldwide, we have offices in 14 countries and our employee base has grown from 472 as of January 31, 2016 to 826 as of July 31, 2017. We intend to continue to invest heavily to grow our business to take advantage of our market opportunity rather than optimizing for profitability or cash flow in the near future.

        We have experienced rapid growth. As of July 31, 2017, we had over 4,300 customers across a wide range of industries and in more than 85 countries, compared to over 1,700 and 3,200 customers as of January 31, 2016 and 2017, respectively. Our customers include over half of the Global Fortune 100 companies. For the fiscal years ended January 31, 2015, 2016 and 2017, our total revenue was $40.8 million, $65.3 million and $101.4 million, respectively, representing year-over-year growth of 60% for fiscal year 2016 and 55% for fiscal year 2017. For the six months ended July 31, 2017, our total revenue was $68.0 million. We believe our net annual recurring revenue, or ARR, expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates the attractiveness of our platform to our customers. See the section titled "—Cohort and Contribution Margin Analyses—Direct Customer Cohort Analysis" below for a description of ARR and a discussion of net ARR expansion rate. Our net loss was $76.7 million, $73.5 million, $86.7 million and $45.8 million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our operating cash flow was $(62.0) million, $(47.0) million, $(38.1) million and $(26.9) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our free cash flow was $(64.7) million, $(47.4) million, $(39.8) million and $(28.5) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. See the section titled "—Liquidity and Capital Resources—Non-GAAP Free Cash Flow" below.

        To manage our growth effectively, we must continue to improve and expand our operational, financial, and management processes and controls, and our reporting systems and procedures, which will require significant expenditures and allocation of valuable management and employee resources. We will also need to continue to hire, retain and motivate qualified personnel to support our growth. Additionally, we face intense competition in the database software market. To compete successfully, we need to continue to invest in our product offerings and our sales and marketing teams with the goal of driving customer adoption. If we are unable to successfully address these challenges, our business, results of operations and financial condition could be adversely affected.

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Factors Affecting Our Performance

Extending Product Leadership and Maintaining Developer Mindshare

        We are committed to delivering market-leading products to continue to build and maintain credibility with the global software developer community. We believe we must maintain our product leadership position and the strength of our brand to drive further revenue growth. For example, we recently introduced MongoDB Atlas, an important part of our run-anywhere solution, to capitalize on the existing demand for a managed version of our Community Server offering which many companies currently self-deploy and manage in the cloud. We have also introduced an encrypted storage engine to secure data natively within our platform, allowing customers to utilize our platform for applications in highly regulated industries with specific and rigorous security requirements. We intend to continue to invest in our engineering capabilities and marketing activities to maintain our strong position in the developer community. We have spent $196.8 million on research and development since our inception. Our results of operations may fluctuate as we make these investments to drive increased customer adoption and usage.

Growing Our Customer Base

        We are intensely focused on continuing to grow our customer base. We have invested, and expect to continue to invest, heavily in our sales and marketing efforts and developer community outreach, which are critical to driving customer acquisition. As of July 31, 2017, we had over 4,300 customers in over 85 countries, which spanned across organizations of all sizes and industries, compared to over 1,700 and 3,200 customers as of January 31, 2016 and 2017, respectively. All affiliated entities are counted as a single customer. As of July 31, 2017, we had over 1,350 customers that were sold through our direct sales force and channel partners, as compared to over 900 and over 1,200 such customers as of January 31, 2016 and 2017, respectively. These customers, which we refer to as our Direct Customers, accounted for 96%, 95% and 92% of our subscription revenue for the fiscal years ended January 31, 2016 and 2017 and the six months ended July 31, 2017, respectively. We are also focused on increasing the number of MongoDB Atlas customers, which was over 1,900 as of July 31, 2017, just 13 months since its launch.

Retaining and Expanding Revenue from Existing Customers

        The economic attractiveness of our subscription-based model is driven by customer renewals and increasing existing customer subscriptions over time, referred to as land-and-expand. We believe that there is a significant opportunity to drive additional sales to existing customers, and expect to invest in sales and marketing and customer success personnel and activities to achieve additional revenue growth from existing customers. As an application grows and requires additional capacity, our customers increase their subscriptions to our platform. In addition, our customers expand their subscriptions to our platform as they migrate additional existing applications or build new applications, either within the same department or in other lines of business or geographies. Also, as customers modernize their IT infrastructure and move to the cloud, they may migrate applications from legacy databases. Our goal is to increase the number of customers that standardize on our database within their organization, which can include offering centralized internal support or providing MongoDB-as-a-service internally. Over time, the average subscription amount for our Direct Customers has increased. In addition, self-service customers have begun to increase their consumption of our products, particularly MongoDB Atlas. For self-service customers, we measure their annualized MRR, or monthly recurring revenue, which is calculated by annualizing their usage of our self-serve products in the prior 30 days and assuming no increases or reductions in their usage. The number of customers with $100,000 or greater in ARR and annualized MRR was 110, 164, 246 and 296 as of January 31, 2015, 2016 and 2017 and July 31, 2017,

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respectively. See the section titled "—Cohort and Contribution Margin Analyses—Direct Customer Cohort Analysis" below for a description of ARR. Our ability to increase sales to existing customers will depend on a number of factors, including customers' satisfaction or dissatisfaction with our products and services, competition, pricing, economic conditions or overall changes in our customers' spending levels.

Increasing Adoption of MongoDB Atlas

        In June 2016, we introduced MongoDB Atlas. This hosted cloud offering is an important part of our run-anywhere solution and allows us to generate revenue from Community Server, converting users who do not need all of the benefits of MongoDB Enterprise Advanced to customers. To accelerate adoption of this DBaaS offering, we recently introduced tools to easily migrate existing users of our Community Server offering to MongoDB Atlas. We also recently introduced a free tier for MongoDB Atlas that includes limited processing power and storage to drive usage and adoption of MongoDB Atlas among developers.

Investing in Growth and Scaling Our Business

        We are focused on our long-term revenue potential. We believe that our market opportunity is large, and we will continue to invest significantly in scaling across all organizational functions in order to grow our operations both domestically and internationally. Any investments we make in our sales and marketing organization will occur in advance of experiencing the benefits from such investments, so it may be difficult for us to determine if we are efficiently allocating resources in those areas. We have increased our sales and marketing headcount from 174 employees as of January 31, 2016 to 325 employees as of July 31, 2017. We expect to use the proceeds from this offering, in part, to fund this growth and do not expect to be profitable in the near future.

Cohort and Contribution Margin Analyses

Direct Customer Cohort Analyses

        We have a history of attracting new customers and generally increasing their annual spend with us over time by expanding their subscriptions to our platform. Specifically, the chart below illustrates the total ARR from each cohort over the fiscal years presented. We define ARR as the subscription revenue we would contractually expect to receive from customers over the following 12 months assuming no increases or reductions in their subscriptions. ARR excludes MongoDB Atlas, professional services and other self-service products. Each cohort represents customers who made their initial purchase from us in a given fiscal year. For example, the fiscal year 2013 cohort represents all customers who made their initial purchase from us between February 1, 2012 and January 31, 2013. The fiscal year 2013 cohort increased their initial ARR from $5.3 million to $22.1 million in fiscal year 2017, representing a multiple of 4.1x.

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GRAPHIC

        Additionally, as of January 31, 2017, the ARR from our top 25 customers who became customers prior to fiscal year 2017 had increased 12.3x on average as compared to the initial ARR from these customers. All of these customers had ARR in excess of $500,000 as of January 31, 2017.

        To further illustrate the land-and-expand economics of our customer relationships, we examine the rate at which our customers increase their subscriptions with us, called net ARR expansion rate. We calculate net ARR expansion rate by dividing the ARR for a given period from customers who were also customers at the close of the same period in the prior year, the base period, by the ARR from all customers at the close of the base period, including those who churned or reduced their subscriptions. As of July 31, 2017, the net ARR expansion rate was 128%. The net ARR expansion rate has been over 120% for each of the last ten fiscal quarters.

Contribution Margin Analysis

        To provide a further understanding of the economics of our customer relationships and the efficiency of our direct sales force, we are providing a contribution margin analysis of the customers we acquired during the fiscal year ended January 31, 2015, which we refer to as the 2015 Cohort. We believe the 2015 Cohort is a fair representation of our overall customer base because it includes customers across industries and geographies and includes customers who have expanded their subscriptions as well as those who have reduced or not renewed their subscriptions. We define contribution margin as the ARR of subscription commitments from the customer cohort at the end of a period as compared to the associated cost of ARR and estimated allocated sales and marketing expense, which we collectively refer to as associated costs. We define contribution margin percentage as contribution margin divided by the ARR associated with such cohort in a given period. In this analysis, we do not include revenue, the associated costs and sales and marketing expense of professional services and our self-service products, as they are not included in ARR. Unlike our financial statements, contribution margin is not prepared in accordance with GAAP. Contribution margin utilizes ARR and associated costs and thereby may accelerate sales and expenses in a period that would not be

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recognized yet under GAAP. For example, this analysis may accelerate commissions expense in a period that may be deferred under GAAP.

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

        Cost associated with ARR primarily includes personnel costs, including salaries, bonuses and benefits, for employees associated with our subscription agreements principally related to technical support and allocated shared costs. Cost associated with ARR is estimated for a given period by multiplying the cost of subscription revenue as a percentage of subscription revenue for products associated with ARR for that period by the ARR in such period. Estimated allocated sales and marketing expense includes personnel costs, including salaries, sales commissions and benefits, and marketing program expenses associated with the sales and marketing efforts to increase ARR through acquiring new customers or expanding subscriptions of existing customers or renewals of existing ARR. We attribute estimated allocated sales and marketing expense for new ARR to the period when a new customer begins a subscription or when an existing customer expands its subscription with us. We allocate costs associated with renewals of ARR to the renewal period. The allocation of sales and marketing expenses associated with new ARR are allocated to new and existing customers based on the amount of new ARR generated from each group, incorporating the proportion by which selling to existing customers is more efficient than acquiring new customers. The relative efficiency of selling new ARR to existing customers as compared to acquiring new customers results from the fact that these transactions close more quickly, close at a higher rate and are larger than deals for new customers. The proportion of relative efficiency used in the contribution margin analysis is based on our internal operational data for each of these factors. Cost associated with ARR and estimated allocated sales and marketing expense do not include share-based compensation, as it is a non-cash expense. They also do not include research and development and general and administrative expenses because these expenses support the growth of our business broadly and benefit all customers.

        At the end of fiscal year 2015, the 2015 Cohort accounted for $11.5 million in ARR and $24.3 million in associated costs, representing a contribution margin of ($12.8) million, or a contribution margin percentage of (111)%. At the end of fiscal year 2016, the 2015 Cohort accounted for $12.8 million in ARR and $5.2 million in associated costs, representing a contribution margin of $7.6 million, or a contribution margin percentage of 59%. At the end of fiscal year 2017, the 2015 Cohort accounted for $19.5 million in ARR and $7.8 million in associated costs, representing a contribution margin of $11.7 million, or a contribution margin percentage of 60%. These metrics are illustrated in the chart below.

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GRAPHIC

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

Components of Results of Operations

Revenue

        We derive revenue primarily from subscriptions and, to a lesser extent, services.

        Subscription Revenue.     Our subscription revenue is comprised of term licenses and hosted as-a-service solutions. Subscriptions to term licenses include technical support and access to new software versions on a when-and-if available basis. Revenue from our term licenses is recognized ratably and is typically billed annually in advance. Revenue from our hosted as-a-service solutions is primarily generated on a usage basis and is billed either in arrears or paid up front.

        Services Revenue.     Services revenue is comprised of consulting and training services and is recognized over the period of delivery of the applicable services. We recognize revenue from services agreements as services are delivered if sold on a stand-alone basis and ratably over the contractual period if sold as a bundled element along with our subscriptions.

        We expect our revenue may vary from period to period based on, among other things, the timing and size of new subscriptions, the rate of customer renewals and expansions, delivery of professional services, the impact of significant transactions and seasonality of or fluctuations in usage for our consumption-based customers.

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Cost of Revenue

        Cost of Subscription Revenue.     Cost of subscription revenue primarily includes personnel costs, including salaries, bonuses and benefits, and stock-based compensation, for employees associated with our subscription arrangements principally related to technical support and allocated shared costs, as well as depreciation and amortization. Our cost of subscription revenue for our hosted as-a-service solutions includes third-party hosting infrastructure and overhead. We expect our cost of subscription revenue to increase in absolute dollars as our subscription revenue increases and, depending on the results of MongoDB Atlas, may increase as a percentage of subscription revenue as well.

        Cost of Services Revenue.     Cost of services revenue primarily includes personnel costs, including salaries and benefits, and stock-based compensation, for employees associated with our professional service contracts, travel costs and allocated shared costs, as well as depreciation and amortization. We expect our cost of services revenue to increase in absolute dollars as our services revenue increases.

Gross Profit and Gross Margin

        Gross Profit.     Gross profit represents revenue less cost of revenue.

        Gross Margin.     Gross margin, or gross profit as a percentage of revenue, has been and will continue to be affected by a variety of factors, including the average sales price of our products and services, the mix of products sold, transaction volume growth and the mix of revenue between subscriptions and services. We expect our gross margin to fluctuate over time depending on the factors described above and, to the extent MongoDB Atlas revenue increases as a percentage of total revenue, our gross margin may decline as a result of the associated hosting costs of MongoDB Atlas.

Operating Expenses

        Our operating expenses consist of sales and marketing, research and development and general and administrative expenses. Personnel costs are the most significant component of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities, information technology and employee benefit costs.

        Sales and Marketing.     Sales and marketing expense consists primarily of personnel costs, including salaries, sales commission and benefits, bonuses and stock-based compensation. These expenses also include costs related to marketing programs, travel-related expenses and allocated overhead. Marketing programs consist of advertising, events, corporate communications, and brand-building and developer-community activities. We expect our sales and marketing expense to increase in absolute dollars over time as we expand our sales force and increase our marketing resources, expand into new markets and further develop our channel program.

        Research and Development.     Research and development expense consists primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation. It also includes amortization associated with intangible acquired assets and allocated overhead. We expect our research and development expenses to continue to increase in absolute dollars, as we continue to invest in our platform and develop new products.

        General and Administrative.     General and administrative expense consists primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation for administrative functions including finance, legal, human resources and external legal and accounting fees, as well as allocated overhead. We expect general and administrative expense to increase in absolute dollars over

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time as we continue to invest in the growth of our business and begin to operate as a publicly-traded company.

Other Income (Expense), net

        Other income (expense), net consists primarily of interest income and gains and losses from foreign currency transactions.

Provision for Income Taxes

        Provision for income taxes consists primarily of state income taxes in the United States and income taxes in certain foreign jurisdictions in which we conduct business. At January 31, 2017, we had net operating loss, or NOL, carryforwards for federal, state and Irish income tax purposes of $175.6 million, $138.6 million and $119.3 million, respectively, which begin to expire in the year ending January 31, 2028 for federal purposes and in the year ending January 31, 2021 for state purposes. Ireland allows NOLs to be carried forward indefinitely. Under Section 382 of the U.S. Internal Revenue Code of 1986, or Code, a corporation that experiences an "ownership change" is subject to a limitation on its ability to utilize its pre-change NOLs to offset future taxable income. In April 2017, we completed an analysis under Section 382 to evaluate whether there are any limitations on our NOLs through January 31, 2017 and concluded that the prior ownership changes do not limit the utilization of the NOLs before they expire, assuming sufficient future federal and state taxable income. However, it is possible that we could experience a future ownership change under Section 382 or other regulatory changes, such as suspension on the use of the NOLs, that could result in the expiration of our NOLs or otherwise cause them to be unavailable to offset future federal and state taxable income.

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Results of Operations

        The following tables set forth our results of operations for the periods presented in dollars and as a percentage of our total revenue:

 
  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2016   2017   2016   2017  
 
  (in thousands)
 

Consolidated Statements of Operations Data:

                         

Revenue:

                         

Subscription

  $ 58,561   $ 91,235   $ 40,213   $ 61,718  

Services

    6,710     10,123     4,906     6,272  

Total revenue

    65,271     101,358     45,119     67,990  

Cost of revenue (1) :

                         

Subscription

    13,146     19,352     8,675     13,765  

Services

    7,715     10,515     5,628     5,622  

Total cost of revenue

    20,861     29,867     14,303     19,387  

Gross profit

    44,410     71,491     30,816     48,603  

Operating expenses:

                         

Sales and marketing (1)

    56,613     78,584     37,454     49,037  

Research and development (1)

    43,465     51,772     25,240     28,826  

General and administrative (1)

    17,070     27,082     13,531     16,704  

Total operating expenses

    117,148     157,438     76,225     94,567  

Loss from operations

    (72,738 )   (85,947 )   (45,409 )   (45,964 )

Other income (expense), net

    (306 )   (15 )   233     676  

Loss before provision for income taxes

    (73,044 )   (85,962 )   (45,176 )   (45,288 )

Provision for income taxes

    442     719     150     481  

Net loss

  $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

(1)
Includes stock-based compensation expense as follows:
 
  Year
Ended January 31,
  Six Months
Ended July 31,
 
 
  2016   2017   2016   2017  
 
   
  (in thousands)
   
 

Cost of revenue—subscription

  $ 282   $ 570   $ 294   $ 321  

Cost of revenue—services

    272     482     327     170  

Sales and marketing

    3,524     5,514     3,251     2,697  

Research and development

    4,034     5,755     3,312     2,567  

General and administrative

    4,675     8,683     5,099     3,616  

Total stock-based compensation expense

  $ 12,787   $ 21,004   $ 12,283   $ 9,371  

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  Year Ended January 31,   Six Months Ended July 31,  
 
  2016   2017   2016   2017  

Percentage of Revenue Data:

                         

Revenue:

                         

Subscription

    90 %   90 %   89 %   91 %

Services

    10     10     11     9  

Total revenue

    100     100     100     100  

Cost of revenue:

                         

Subscription

    20     19     19     20  

Services

    12     10     13     9  

Total cost of revenue

    32     29     32     29  

Gross profit

    68     71     68     71  

Operating expenses:

                         

Sales and marketing

    87     78     83     72  

Research and development

    67     51     56     42  

General and administrative

    25     27     30     25  

Total operating expenses

    179     156     169     139  

Loss from operations

    (111 )   (85 )   (101 )   (68 )

Other income (expense), net

    (1 )       1     1  

Loss before provision for income taxes

    (112 )   (85 )   (100 )   (67 )

Provision for income taxes

    1     1         1  

Net loss

    (113 )%   (86 )%   (100 )%   (68 )%

Comparison of the Six Months Ended July 31, 2016 and 2017

Revenue

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription

  $ 40,213   $ 61,718   $ 21,505     53 %

Services

    4,906     6,272     1,366     28  

Total revenue

  $ 45,119   $ 67,990   $ 22,871     51 %

        Total revenue growth reflects increased demand for our platform and related services. Subscription revenue increased by $21.5 million, $11.0 million of which resulted from sales to new customers of which $2.1 million resulted from the launch of MongoDB Atlas, and the remaining balance resulted from sales to existing customers. Increase in services revenue was driven primarily by an increase in sales of professional services to new customers.

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Cost of Revenue, Gross Profit and Gross Margin Percentage

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription cost of revenue

  $ 8,675   $ 13,765   $ 5,090     59 %

Services cost of revenue

    5,628     5,622     (6 )    

Total cost of revenue

  $ 14,303   $ 19,387   $ 5,084     36 %

Gross profit

  $ 30,816   $ 48,603   $ 17,787     58 %

Gross margin

    68 %   71 %            

Subscription

    78 %   78 %            

Services

    (15 )%   10 %            

        The increase in subscription cost of revenue was primarily due to a $2.5 million increase in third-party hosting infrastructure, primarly associated with the launch of MongoDB Atlas, and a $1.4 million increase in personnel costs associated with increased headcount in our support organization. Total headcount in our support and services organizations increased 29% from July 31, 2016 to July 31, 2017.

        Gross margin increased from 68% in the six months ended July 31, 2016 to 71% in the six months ended July 31, 2017. The increase in gross margin was primarily driven by an increase in services gross margin of 25 percentage points. The services gross margin increase was primarily driven by economies of scale achieved in our services organization.

Operating Expenses

    Sales and Marketing

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Sales and marketing

  $ 37,454   $ 49,037   $ 11,583     31 %

        The increase in sales and marketing expense was primarily due to an increase of $9.9 million in personnel costs driven by an increase in sales and marketing headcount of 43%, from 227 as of July 31, 2016 to 325 as of July 31, 2017, and an increase of $0.9 million in marketing programs costs during the six months ended July 31, 2017.

    Research and Development

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Research and development

  $ 25,240   $ 28,826   $ 3,586     14 %

        The increase in research and development expense was primarily driven by an increase of $4.2 million in personnel costs as we increased our research and development headcount, partially offset by a decrease of $0.7 million in stock-based compensation expense due to the option repricing we effected in April 2016.

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    General and Administrative

 
  Six Months Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

General and administrative

  $ 13,531   $ 16,704   $ 3,173     23 %

        The general and administrative expense increase was primarily due to an increase in general and administrative personnel headcount, resulting in an increase of $3.4 million in personnel costs, and a $0.8 million increase in professional services-related fees, partially offset by a decrease of $1.5 million in stock-based compensation expense due to the option repricing we effected in April 2016.

Other Income, net

 
  Six Months
Ended
July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Other income, net

  $ 233   $ 676   $ 443     190 %

        The increase in other income, net was primarily due to an increase in interest income on investments and net gains from foreign currency transactions.

Provision for Income Taxes

 
  Six Months
Ended July 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Provision for income taxes

  $ 150   $ 481   $ 331     221 %

        The increase in provision for income taxes was primarily due to an increase in foreign taxes as we continued our global expansion.

Comparison of the Years Ended January 31, 2016 and 2017

Revenue

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription

  $ 58,561   $ 91,235   $ 32,674     56 %

Services

    6,710     10,123     3,413     51  

Total revenue

  $ 65,271   $ 101,358   $ 36,087     55 %

        Total revenue growth reflects increased demand for our platform and related services. Subscription revenue increased by $32.7 million, $11.5 million of which resulted from sales to new customers and the remaining balance resulted from sales to existing customers. Increase in services revenue was driven primarily by an increase in sales of professional services to new customers.

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Cost of Revenue, Gross Profit and Gross Margin Percentage

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Subscription cost of revenue

  $ 13,146   $ 19,352   $ 6,206     47 %

Services cost of revenue

    7,715     10,515     2,800     36  

Total cost of revenue

  $ 20,861   $ 29,867   $ 9,006     43 %

Gross profit

  $ 44,410   $ 71,491   $ 27,081     61 %

Gross margin

    68 %   71 %            

Subscription

    78 %   79 %            

Services

    (15 )%   (4 )%            

        The increase in subscription cost of revenue was primarily due to a $4.2 million increase in personnel costs associated with increased headcount in our support organization, a $1.1 million increase in third-party hosting infrastructure, primarily associated with the launch of MongoDB Atlas, and a $0.3 million increase in stock-based compensation. The increase in services cost of revenue was primarily due to a $2.1 million increase in personnel costs associated with increased headcount in our services organization and a $0.2 million increase in stock-based compensation. Total headcount in our support and services organizations increased 50% from January 31, 2016 to January 31, 2017.

        Gross margin increased from 68% in fiscal year 2016 to 71% in fiscal year 2017. The increase in gross margin was primarily driven by an increase in subscription gross margin of one percentage point and an increase in services gross margin of 11 percentage points. The subscription gross margin increase was primarily driven by higher sales volume, our mix of subscriptions sold, and economies of scale in our technical support team. The services gross margin increase was primarily driven by economies of scale achieved in our services organization.

Operating Expenses

    Sales and Marketing

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Sales and marketing

  $ 56,613   $ 78,584   $ 21,971     39 %

        The increase in sales and marketing expense was primarily due to an increase of $14.5 million in personnel costs, including an increase in commission expenses of $5.5 million, and an increase of $2.0 million in stock-based compensation expense, both driven by an increase in sales and marketing headcount of 61% from 174 as of January 31, 2016 to 280 as of January 31, 2017. The remainder of the increase was primarily attributable to an increase of $2.4 million in travel expenses and of $1.6 million in marketing programs.

    Research and Development

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Research and development

  $ 43,465   $ 51,772   $ 8,307     19 %

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        The increase in research and development expense was primarily driven by an increase of $5.4 million in personnel costs and an increase of $1.7 million in stock-based compensation expense, as we increased our research and development headcount.

    General and Administrative

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

General and administrative

  $ 17,070   $ 27,082   $ 10,012     59 %

        The general and administrative expense increase was primarily due to an increase in general and administrative personnel headcount, resulting in an increase of $4.0 million in personnel costs. The increase was also driven by a $4.0 million increase in stock-based compensation expense, $2.4 million of which resulted from the option repricing we effected in April 2016, and a $1.8 million increase in facilities-related costs.

Other Income (Expense), net

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Other income (expense), net

  $ (306 ) $(15)   $291     95 %

        The increase in other income (expense), net was primarily due to an increase in interest income on investments and net gains from foreign currency transactions.

Provision for Income Taxes

 
  Year Ended
January 31,
  Change  
 
  2016   2017   $   %  
 
  (dollars in thousands)
 

Provision for income taxes

  $442   $719   $277     63 %

        The increase in provision for income taxes was primarily due to an increase in foreign taxes as we continued our global expansion.

Quarterly Results of Operations

        The following tables summarize our selected unaudited quarterly consolidated statements of operations data for each of the ten quarters in the period ended July 31, 2017. The information for each of these quarters has been prepared on the same basis as our audited annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for the fair statement of the results of operations for these periods. This data should be read in conjunction with our audited consolidated financial statements included elsewhere in this prospectus. Historical results are not necessarily indicative of the results that may be expected in

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the future, and the quarterly results for the six months ended July 31, 2017 are not necessarily indicative of the results that may be expected for the full fiscal year or any other period.

 
  Three Months Ended  
 
  April 30,
2015
  July 31,
2015
  October 31,
2015
  January 31,
2016
  April 30,
2016
  July 31,
2016
  October 31,
2016
  January 31,
2017
  April 30,
2017
  July 31,
2017
 
 
  (in thousands)
 

Revenue:

                                                             

Subscription

  $ 11,669   $ 14,071   $ 15,703   $ 17,118   $ 19,050   $ 21,163   $ 23,805   $ 27,217   $ 29,187   $ 32,531  

Services

    1,357     1,850     1,442     2,061     2,459     2,447     2,500     2,717     3,203     3,069  

Total revenue

    13,026     15,921     17,145     19,179     21,509     23,610     26,305     29,934     32,390     35,600  

Cost of revenue (1) :

                                                             

Subscription

    2,645     3,279     3,402     3,820     4,291     4,384     4,981     5,696     6,550     7,215  

Services

    1,744     1,782     2,159     2,030     2,639     2,989     2,238     2,649     2,649     2,973  

Total cost of revenue

    4,389     5,061     5,561     5,850     6,930     7,373     7,219     8,345     9,199     10,188  

Gross profit

    8,637     10,860     11,584     13,329     14,579     16,237     19,086     21,589     23,191     25,412  

Operating expenses:

                                                             

Sales and marketing (1)

    12,633     14,356     13,734     15,890     17,296     20,158     18,656     22,474     22,145     26,892  

Research and development (1)              

    11,185     10,784     10,692     10,804     12,000     13,240     13,300     13,232     13,077     15,749  

General and administrative (1)              

    4,048     3,968     5,455     3,599     7,303     6,228     6,385     7,166     7,771     8,933  

Total operating expenses

    27,866     29,108     29,881     30,293     36,599     39,626     38,341     42,872     42,993     51,574  

Loss from operations

    (19,229 )   (18,248 )   (18,297 )   (16,964 )   (22,020 )   (23,389 )   (19,255 )   (21,283 )   (19,802 )   (26,162 )

Other income (expense), net

    24     (64 )   (44 )   (222 )   555     (322 )   (177 )   (71 )   341     335  

Loss before provision for income taxes

    (19,205 )   (18,312 )   (18,341 )   (17,186 )   (21,465 )   (23,711 )   (19,432 )   (21,354 )   (19,461 )   (25,827 )

Provision for income taxes

    72     142     128     100     83     67     103     466     229     252  

Net loss

  $ (19,277 ) $ (18,454 ) $ (18,469 ) $ (17,286 ) $ (21,548 ) $ (23,778 ) $ (19,535 ) $ (21,820 ) $ (19,690 ) $ (26,079 )

(1)
Includes stock-based compensation expense as follows:
 
  Three Months Ended  
 
  April 30,
2015
  July 31,
2015
  October 31,
2015
  January 31,
2016
  April 30,
2016
  July 31,
2016
  October 31,
2016
  January 31,
2017
  April 30,
2017
  July 31,
2017
 

Cost of revenue—subscription

  $ 62   $ 71   $ 74   $ 75   $ 165   $ 129   $ 131   $ 145   $ 151   $ 170  

Cost of revenue—services

    54     68     77     73     200     127     70     85     72     98  

Sales and marketing

    809     901     858     956     1,968     1,283     1,095     1,168     1,215     1,482  

Research and development

    932     861     861     1,380     2,064     1,248     1,206     1,237     1,245     1,322  

General and administrative

    1,024     932     2,418     301     3,355     1,744     1,732     1,852     1,771     1,845  

Stock-based compensation expense

  $ 2,881   $ 2,833   $ 4,288   $ 2,785   $ 7,752   $ 4,531   $ 4,234   $ 4,487   $ 4,454     4,917  

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  Three Months Ended  
 
  April 30,
2015
  July 31,
2015
  October 31,
2015
  January 31,
2016
  April 30,
2016
  July 31,
2016
  October 31,
2016
  January 31,
2017
  April 30,
2017
  July 31,
2017
 

Percentage of Revenue Data:

                                                             

Revenue:

                                                             

Subscription

    90 %   88 %   92 %   89 %   89 %   90 %   90 %   91 %   90 %   91 %

Services

    10     12     8     11     11     10     10     9     10     9 %

Total revenue

    100     100     100     100     100     100     100     100     100     100  

Cost of revenue:

                                                             

Subscription

    20     21     20     20     20     18     18     19     20     20  

Services

    14     11     12     11     12     13     9     9     8     9  

Total cost of revenue

    34     32     32     31     32     31     27     28     28     29  

Gross margin

    66     68     68     69     68     69     73     72     72     71  

Operating expenses:

                                                             

Sales and marketing

    97     90     80     83     80     86     71     75     68     76  

Research and development             

    86     68     62     56     56     56     51     44     40     44  

General and administrative             

    31     25     32     19     34     26     24     24     24     25  

Total operating expenses             

    214     183     174     158     170     168     146     143     132     145  

Loss from operations

    (148 )   (115 )   (106 )   (89 )   (102 )   (99 )   (73 )   (71 )   (60 )   (74 )

Other income (expense), net

                (1 )   3     (1 )   (1 )       1     1  

Loss before provision for income taxes

    (148 )   (115 )   (106 )   (90 )   (99 )   (100 )   (74 )   (71 )   (59 )   (73 )

Provision for income taxes

    1     1     1     1         1         2     1     1  

Net loss

    (149 )%   (116 )%   (107 )%   (91 )%   (99 )%   (101 )%   (74 )%   (73 )%   (60 )%   (74 )%

Quarterly Revenue Trends

        Our quarterly subscription revenue increased sequentially for all periods presented due primarily to an increase in the sales of subscription and related services. Our quarterly services revenue generally increased sequentially for all periods presented as a result of the same factors. The decline in services revenue from the second quarter to the third quarter in fiscal year 2016 as well as from the first quarter to the second quarter in fiscal year 2018 was primarily the result of a reduction in sales of standalone consulting and training services. We have in the past and expect in the future to experience seasonal fluctuations in our sales from time to time with the fourth quarter historically being our strongest quarter for new customer sales and renewals as a result of large enterprise buying patterns. Our recent growth and the ratable nature of our subscription revenue makes this seasonality less apparent in our overall financial results.

Quarterly Cost of Revenue, Gross Profit and Gross Margin Trends

        Cost of revenue has generally increased sequentially as a result of the increase in our subscription and services revenue. Gross profit in absolute dollar terms increased sequentially for all periods presented, primarily due to growth in revenue. Sequential fluctuations in gross margin were primarily driven by a shift in the mix of subscriptions sold to our customers, as well as timing of employee hiring as we continued to build out our technical support organization.

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Quarterly Expense Trends

        Total operating expenses generally increased sequentially for all periods presented primarily due to the addition of personnel in connection with the expansion of our business.

Liquidity and Capital Resources

        As of July 31, 2017, we had cash and cash equivalents and short-term investments totaling $92.5 million. Our cash and cash equivalents primarily consist of bank deposits and money market funds. Our short-term investments consist of U.S. government treasury securities.

        To date we have financed our operations principally through private placements of our redeemable convertible preferred stock. Through July 31, 2017, we have received net proceeds of $345.3 million from the issuance of shares of our redeemable convertible preferred stock. We believe our existing cash and cash equivalents and short-term investments will be sufficient to fund our operating and capital needs for at least the next 12 months.

        We have generated significant operating losses and negative cash flows from operations as reflected in our accumulated deficit and consolidated statements of cash flows. As of July 31, 2017, we had an accumulated deficit of $393.2 million. We expect to continue to incur operating losses and negative cash flows from operations in the future and may require additional capital resources to execute strategic initiatives to grow our business. Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support development efforts, the expansion of sales and marketing and international operation activities, the timing of new subscription introductions, and the continuing market acceptance of our subscriptions and services. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.

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

 
  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2016   2017   2016   2017  
 
   
   
  (unaudited)
 
 
  (in thousands)
 

Cash used in operating activities

  $ (46,961 ) $ (38,078 ) $ (22,318 ) $ (26,869 )

Cash (used in) provided by investing activities

    (80,422 )   31,056     12,202     (6,150 )

Cash provided by financing activities

    3,087     43,114     4,268     4,734  

Non-GAAP Free Cash Flow

        To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States, or GAAP, we provide investors with the amount of free cash flow, which is a non-GAAP financial measure. Free cash flow represents net cash used in operating activities, excluding capital expenditures and capitalized software development costs, if any. In fiscal years 2016 and 2017 and the six months ended July 31, 2017, we did not capitalize any software development costs. Free cash flow is a measure used by management to understand and evaluate our liquidity and to generate future operating plans. The exclusion of capital expenditures and amounts capitalized for software development facilitates comparisons of our liquidity on a period-to-period basis and excludes items that we do not consider to be indicative of our liquidity. We believe that free cash flow is a measure of liquidity that provides useful information to our

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management, investors and others in understanding and evaluating the strength of our liquidity and future ability to generate cash that can be used for strategic opportunities or investing in our business in the same manner as our management and board of directors. Nevertheless, our use of free cash flow has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Further, our definition of free cash flow may differ from the definitions used by other companies and therefore comparability may be limited. You should consider free cash flow alongside our other GAAP-based financial performance measures, such as net cash used in operating activities, and our other GAAP financial results. The following table presents a reconciliation of free cash flow to net cash used in operating activities, the most directly comparable GAAP measure, for each of the periods indicated.

 
  Year Ended
January 31,
  Six Months Ended
July 31,
 
 
  2016   2017   2016   2017  
 
   
   
  (unaudited)
 
 
  (in thousands)
 

Net cash used in operating activities

  $ (46,961 ) $ (38,078 ) $ (22,318 ) $ (26,869 )

Capital expenditures

    (468 )   (1,683 )   (637 )   (1,626 )

Software development costs

                 

Free cash flow

  $ (47,429 ) $ (39,761 ) $ (22,955 ) $ (28,495 )

Operating Activities

        Cash used in operating activities during the six months ended July 31, 2017 was $26.9 million primarily driven by our net loss of $45.8 million and was partially offset by non-cash charges of $9.4 million for stock-based compensation and $1.9 million for depreciation and amortization. In addition, our cash used in operating activities was further offset by an increase of $11.9 million in deferred revenue resulting from the overall growth of our sales and our expanding customer base, and an increase of $1.2 million in accrued liabilities mainly related to deferred offering costs. The change in deferred revenue and accrued liabilities was partially offset by an increase of $2.9 million in prepaid expenses and other current assets, and an increase of $1.6 million in accounts receivable as a result of the overall increase in revenue and deferred revenue.

        Cash used in operating activities during the six months ended July 31, 2016 was $22.3 million primarily driven by our net loss of $45.3 million and was partially offset by non-cash charges of $12.3 million for stock-based compensation and $1.9 million for depreciation and amortization. In addition, our cash used in operating activities was further offset by a decrease of $8.4 million in accounts receivable due to collection from customers, and an increase of $1.9 million in deferred revenue resulting from the overall growth of our sales and our expanding customer base. The change in accounts receivable and deferred revenue was partially offset by an increase of $1.1 million in prepaid expenses and other current assets.

        Cash used in operating activities during the year ended January 31, 2017 was $38.1 million primarily driven by our net loss of $86.7 million and was partially offset by non-cash charges of $21.0 million for stock-based compensation and $3.8 million for depreciation and amortization. In addition, our cash used in operating activities was further offset by an increase of $35.8 million in deferred revenue resulting from the overall growth of our sales and our expanding customer base. This change in deferred revenue was partially offset by increases of $9.3 million in accounts receivable and of $6.0 million in deferred commissions, both corresponding with our increased sales and customer expansions.

        Cash used in operating activities during the year ended January 31, 2016 was $47.0 million primarily driven by our net loss of $73.5 million and was partially offset by non-cash charges of

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$12.8 million for stock-based compensation and $4.1 million for depreciation and amortization. In addition, our cash used in operating activities was further offset by an increase of $17.7 million in deferred revenue resulting from the overall growth of our sales and our expanding customer base. This change in deferred revenue was partially offset by an increase of $10.1 million in accounts receivable corresponding with our increased sales and customer expansions.

Investing Activities

        Cash used in investing activities during the six months ended July 31, 2017 of $6.2 million resulted primarily from the purchase of marketable securities, net of maturities.

        Cash provided by investing activities during the six months ended July 31, 2016 of $12.2 million resulted primarily from net proceeds from sales and maturities of marketable securities.

        Cash provided by investing activities during the year ended January 31, 2017 of $31.1 million resulted primarily from net proceeds from sales and maturities of marketable securities.

        Cash used in investing activities during the year ended January 31, 2016 of $80.4 million resulted primarily from the purchase of marketable securities, net of maturities.

Financing Activities

        Cash provided by financing activities of $4.7 million during the six months ended July 31, 2017 was due to $6.0 million in proceeds from the exercise of stock options, partially offset by $1.2 million in payments of offering costs related to this planned offering.

        Cash provided by financing activities of $4.3 million during the six months ended July 31, 2016 was due to proceeds from the exercise of stock options.

        Cash provided by financing activities of $43.1 million during the year ended January 31, 2017 was primarily due to $34.9 million in net proceeds from the issuances of our Series F redeemable convertible preferred stock, and $8.2 million of proceeds from the exercise of stock options.

        Cash provided by financing activities of $3.1 million during the year ended January 31, 2016 was due to proceeds from the exercise of stock options.

Seasonality

        We have in the past and expect in the future to experience seasonal fluctuations in our revenue and sales from time to time with the fourth quarter historically being our strongest quarter for new customer sales and renewals as a result of large enterprise buying patterns. Our recent growth and the ratable nature of our subscription revenue makes this seasonality less apparent in our overall financial results.

Off Balance Sheet Arrangements

        As of January 31, 2017 and July 31, 2017, we did not have any relationships with any entities or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other purposes.

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Contractual Obligations and Commitments

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

 
  Payments Due by Period  
 
  Total   Less Than
1 Year
  1 to 3 Years   3 to 5 Years   More Than
5 Years
 
 
  (in thousands)
 

Operating leases

  $ 25,810   $ 8,361   $ 9,634   $ 3,438   $ 4,377  

Purchase obligations

    3,928     3,578     350          

Total

  $ 29,738   $ 11,939   $ 9,984   $ 3,438   $ 4,377  

        Our purchase obligations relate to non-cancellable agreements for subscription and marketing services. In August 2017, we entered into non-cancellable capacity commitments with a hosting infrastructure vendor for a total value of $6.1 million over the next three years, which are not reflected in the table above.

Critical Accounting Policies and Estimates

        Our financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

        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 derive our revenue from two sources: (1) sales of subscriptions, including term license and support arrangements and consumption-based hosted as-a-service offerings; and (2) services revenue comprised of evaluation, configuration and implementation services. We consider revenue realizable and earned when all of the following criteria are satisfied:

    there is persuasive evidence of an arrangement;

    delivery has occurred;

    the collection of the fees is probable; and

    fees for consideration are fixed or determinable.

        Our subscription service arrangements generally are non-cancelable and do not contain refund-type provisions.

        We recognize subscription revenue ratably over the contract term, provided that all other revenue recognition criteria have been met. We provide our support services pursuant to these subscription arrangements, which are primarily on an annual basis and involve technical support and access to new software versions on a when-and-if available basis. In addition, revenues related to hosted as-a-service solutions are recognized on a usage-basis, as consideration for these arrangements are contingent upon the frequency that the licensee uses the product or on the size and speed of the required infrastructure of the hosted deployment. We recognize revenue from services agreements as services are delivered if sold on a stand-alone basis and over the contractual subscription period if sold as a bundled element along with our subscriptions. When services commence later than the start date of the bundled

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subscription, as long as all other revenue recognition criteria have been met, we record a cumulative catch up of revenue that would have been recognized over the period from the beginning of the subscription term until the commencement of services.

    Subscription Revenue

        Our subscription revenue is primarily comprised of time-based software licenses sold in conjunction with post-contract support, or PCS. As our subscription offerings include a software license and PCS for which we have not established Vender Specific-Objective Evidence, or VSOE, the entire fee is recognized ratably over the term of the contract. See "—Multiple-Element Arrangements" below. With our MongoDB Atlas product, we make our software available to our customers in a hosted as-a-service offering. Generally, revenue related to our MongoDB Atlas product is recognized on a usage-basis, as determined by the frequency that the customer uses the product and based on other characteristics of the instances they utilize.

    Services Revenue

        Our services contracts are provisioned on a time-and-materials, fixed-fee or subscription basis. Revenue is recognized as the services are delivered on a proportional performance basis for standalone contracts sold on a time-and-materials and fixed-fee basis. When services are sold with subscription offerings they are treated as multiple-element arrangements. All revenue in the arrangement is recognized ratably over the term of the undelivered elements assuming all other revenue recognition criteria have been met. See "—Multiple-Element Arrangements" below.

    Multiple-Element Arrangements

        Guidance for multiple-element arrangements, or MEA, dictates that contract fees be allocated across each element in an MEA based on VSOE of fair value. In cases where MEA software arrangements include both delivered and undelivered elements and VSOE of fair value exists for all undelivered elements, we may utilize the residual method for allocating fair value. Essentially, revenue recognition would occur immediately for the delivered elements and commence for the undelivered element(s), assuming all other revenue recognition criteria have been met.

        In the event an MEA includes both delivered and undelivered elements and we have not established VSOE for the undelivered elements, all revenue from the arrangement shall be deferred until the earlier of the point at which VSOE is established or all elements have been delivered. As an exception to this guidance, in the event VSOE is not established for the undelivered elements and the only undelivered element is either PCS or services that do not involve significant production, modification or customization of software, the entire fee shall be recognized ratably over the term of the undelivered elements assuming all other revenue recognition criteria have been met. We have not established VSOE for PCS or services.

Stock-Based Compensation Expense

        We account for stock-based compensation expense related to stock-based awards based on the estimated fair value of the award on the grant date. We historically issued options to purchase shares of our common stock. In November 2016 we created two classes of common stock, Class A and Class B, and exchanged all of our outstanding stock options to purchase common stock for options to purchase shares of our Class B common stock. All of our stock options granted under our 2016 Plan, which was adopted December 6, 2016, have been and will be for shares of our Class A common stock. We calculate the fair value of stock options using the Black-Scholes option-pricing model. For stock-based awards issued to employees, 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

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the stock-based award, which is generally four years. For stock-based awards issued to non-employees, including consultants, we record expense related to stock options based on the fair value of the options calculated using the Black-Scholes option-pricing model over the service performance period.

        We estimate the fair value of stock options using the Black-Scholes option-pricing model, which requires the use of subjective assumptions, including the expected term of the option, the current price of the underlying stock, the expected stock price volatility, expected dividend yield and the risk-free interest rate for the expected term of the option. The expected term represents the period of time the stock options are expected to be outstanding. Due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected term of the stock options, we use the simplified method to estimate the expected term for its stock options. Under the simplified method, the expected term of an option is presumed to be the mid-point between the vesting date and the end of the contractual term. Expected volatility is based on historical volatilities for publicly traded stock of comparable companies over the estimated expected term of the stock options. We assume no dividend yield because dividends on our Class B common stock are not expected to be paid in the near future, which is consistent with our history of not paying dividends on our Class B common stock.

        The following table summarizes the assumptions used to estimate the fair value of stock options granted during the periods presented:

 
  Year Ended January 31,   Six Months Ended July 31,
 
  2016   2017   2016   2017
 
   
   
  (unaudited)

Expected term (in years)

  6.08   6.29   6.32   6.07

Expected volatility

  43% - 45%   41% - 44%   42% - 44%   42% - 43%

Risk-free interest rate

  1.5% - 1.9%   1.2% - 2.0%   1.2% - 2.0%   1.9% - 2.0%

Dividend yield

  0%   0%   0%   0%

        As discussed in "Recently Adopted Accounting Pronouncements" in the notes to our consolidated financial statements included elsewhere in this prospectus we have elected to early adopt Accounting Standards Update No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting , which, among other things, permits an entity to make an entity-wide policy election to either (1) estimate the number of awards that are expected to vest or (2) account for forfeitures when they occur. We have elected to account for forfeitures as they occur, rather than estimate expected forfeitures beginning on February 1, 2016.

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

        Based upon an assumed initial public offering price of $19.00 per share, the midpoint of the range set forth on the cover of this prospectus, the aggregate intrinsic value of outstanding options to purchase shares of our Class B common stock as of October 6, 2017 was $119.6 million.

    Common Stock Valuations

        We are required to estimate the fair value of the common stock underlying our stock option awards when performing the fair value calculations with the Black-Scholes option-pricing model. The fair value of the common stock underlying our stock option awards was determined by our Board of Directors, with input from management. All stock options granted have an exercise price per share not less than the per share fair value of our common stock underlying those options on the date of grant. We believe that our Board of Directors has the relevant experience and expertise to determine the fair value of our common stock. In the absence of a public trading market, our Board of Directors, with

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input from management, exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of our common stock for financial reporting purposes as of the grant date of each stock option award, including the following factors:

    contemporaneous valuations;

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

    the lack of marketability of our common stock;

    recent secondary stock sales;

    our actual operating and financial performance;

    current business conditions and projections;

    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 market performance of comparable publicly traded companies;

    industry information such as market size and growth; and

    U.S. and global capital market conditions.

        As described above, the exercise price of our stock option awards was determined by our Board of Directors, taking into account the factors described above, using a combination of valuation methodologies with varying weighting applied to each methodology as of the grant date. The valuations of our common stock were determined in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

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

        The following table summarizes by grant date the number of shares of common stock subject to stock options and restricted stock units granted from February 1, 2016 through the date of this prospectus, as well as the associated per share exercise price for options granted and the estimated fair value per share of our common stock on the grant date.

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Grant Date
  Number of Shares
Underlying
Equity Awards
Granted
  Exercise Price
per Share for
Options
Granted
  Fair Value
per Share
 

April 13, 2016

    3,036,728   $ 6.50   $ 6.50  

July 13, 2016

    544,375     7.16     7.16  

August 15, 2016

    2,000     7.16     7.16  

October 5, 2016

    468,625     7.16     7.16  

December 7, 2016

    352,500     7.58     7.58  

April 5, 2017

    1,845,875     8.40     8.40  

April 19, 2017

    267,500     8.40     8.40  

June 6, 2017

    25,000 (1)       11.18  

July 13, 2017

    654,050     11.18     11.18  

September 6, 2017

    476,600     13.50     19.00  

September 15, 2017

    185,000     13.50     19.00  

(1)
Represents restricted stock units.

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

Recently Adopted Accounting Pronouncements

        See Note 1 to our consolidated financial statements included elsewhere in this prospectus for recently adopted accounting pronouncements and new accounting pronouncements not yet adopted as of the date of this prospectus.

Quantitative and Qualitative Disclosures about Market Risk

        We have operations both within the United States and internationally, and we are exposed to market risk in the ordinary course of our business.

Interest Rate Risk

        Our cash and cash equivalents primarily equivalents primarily consist of bank deposits and money market funds, and our short-term investments consist of U.S. government treasury securities. At January 31, 2017 and July 31, 2017, we had cash, cash equivalents and short-term investments of $116.5 million and $92.5 million, respectively. 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. The effect of a hypothetical 10% increase or decrease in interest rates would not have had a material impact on our historical consolidated financial statements for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2017.

Foreign Currency Risk

        Our sales contracts are primarily denominated in U.S. dollars, British pound, or GBP, or Euros, or EUR. A portion of our operating expenses are incurred outside the United States and denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the GBP and EUR. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have

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a material impact on our historical consolidated financial statements for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2017. Given the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency should become more significant. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.

Emerging Growth Company Status

        As an "emerging growth company," the Jump-start Our Business Start-ups, or JOBS Act, allows us to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We have elected to use this extended transition period under the JOBS Act. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors.

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BUSINESS

Overview

        MongoDB is the leading modern, general purpose database platform. Our platform unleashes the power of software and data for developers and the applications they build.

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. To compete effectively in today's global, data-driven market environment, organizations must provide their end-users with applications that capture and leverage the vast volumes and varieties of available data. As a result, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

        A database is at the heart of every software application. As a result, selecting a database is a highly strategic decision that directly affects developer productivity, application performance and organizational competitiveness. We built our platform to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our platform addresses the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of legacy databases. This allows software developers to build or modernize applications quickly and intuitively, making developers more productive and giving their organizations a competitive advantage.

        Relational databases were first developed in the 1970s and their underlying architecture remains largely unchanged even though the nature of applications, how they are deployed and their role in business have evolved dramatically. Modern software development is highly iterative and requires flexibility. Relational databases were not built to support the volume, variety and velocity of data being generated today, hindering application performance and developer productivity. In a relational database environment, developers are often required to spend significant time fixing and maintaining the linkages between modern applications and the rigid database structures that are inherent in relational offerings. Further, relational databases were built before cloud computing was popularized and were not designed for "always-on" globally distributed deployments. These factors have left developers and their organizations in need of more agile and effective database alternatives. A number of non-relational database alternatives, sometimes called NoSQL, have attempted to address the limitations of relational databases, but they have not achieved widespread developer mindshare and marketplace adoption due to technical trade-offs in their product architectures and the resulting compromises developers are required to make in application development. Based on DB-Engines' rankings, we have been the leading modern database by popularity worldwide since 2013. When we refer to a modern database, we are referring to a database that was originally commercialized after the year 2000 and that is designed for globally distributed deployments.

        Our unique platform architecture combines the best of both relational and non-relational databases. We believe our core platform differentiation is driven by our ability to address the needs of organizations for performance, scalability, flexibility and reliability while maintaining the strengths of relational databases. Our document-based architecture enables developers to manage data in a more natural way, making it easy and intuitive for developers to rapidly and cost-effectively build, modernize, deploy and maintain applications, thereby increasing developer productivity. Customers can run our platform in any environment, depending on their operational requirements: in the cloud, on-premise or in a hybrid environment.

        We believe we have a highly differentiated business model. Our platform is offered under a software subscription business model, with subscription revenue accounting for 90% and 91% of our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open

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source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. Our Community Server offering may be downloaded multiple times by an individual user prior to any subsequent subscription purchase. This allows developers to evaluate our platform in a frictionless manner, which we believe has contributed to our platform's popularity and driven enterprise adoption of our subscription offering. Our software has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone. We provide our platform under a licensing model that protects our intellectual property and supports our software subscription business model.

        We have experienced rapid growth. As of July 31, 2017, we had over 4,300 customers across a wide range of industries and in more than 85 countries, compared to over 1,700 and 3,200 customers as of January 31, 2016 and 2017, respectively. Our customers include over half of the Global Fortune 100 companies. For the fiscal years ended January 31, 2015, 2016 and 2017, our revenue was $40.8 million, $65.3 million and $101.4 million, respectively, representing year-over-year growth of 60% for fiscal year 2016 and 55% for fiscal year 2017. For the six months ended July 31, 2017, our total revenue was $68.0 million, representing a 51% increase over revenue for the six months ended July 31, 2016. We believe our net annual recurring revenue, or ARR, expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates the attractiveness of our platform to our customers. See the section titled "Management Discussion and Analysis of Financial Condition and Results of Operations—Cohort and Contribution Margin Analyses—Direct Customer Cohort Analysis" for a description of ARR and a discussion of net ARR expansion rate. Our net loss was $76.7 million, $73.5 million, $86.7 million and $45.8 million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our operating cash flow was $(62.0) million, $(47.0) million, $(38.1) million and $(26.9) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. Our free cash flow was $(64.7) million, $(47.4) million, $(39.8) million and $(28.5) million, for fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively. See the section titled "Management Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Non-GAAP Free Cash Flow."

Industry Background

        There are a number of important industry trends and market dynamics that are transforming the ways organizations utilize software applications and leverage the underlying data. These include:

Software Applications Are Transforming Business

        Software applications are redefining how organizations across industries engage with their customers, operate their businesses and compete with each other. Disruptive companies are leveraging software applications to redefine large global industries like entertainment, financial services, healthcare, hospitality, lodging, retail and transportation. At the same time, more traditional companies that historically have not primarily relied on software innovation as a key differentiator are increasingly modernizing their operations by investing significantly in software application development and hiring developers to differentiate themselves competitively.

Software Developers Are Strategically Important to Organizations

        As software applications have become essential to all businesses, the software developers who build and maintain these applications are increasingly influential in organizations and demand for their talent has grown substantially. Software developers are a scarce and strategic talent pool. According to Evans Data Corporation, in 2016 there were approximately 21 million developers worldwide. Developer costs, rather than hardware, computing power and storage costs, now comprise the largest portion of IT-related operating budgets. Consequently, organizations have significantly increased investment in developers and their productivity has become a strategic imperative for organizations of all sizes, industries and geographies.

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        Corporate IT departments have historically dictated the technologies that developers could use. With the rising influence of developers and the prevalence of cloud-based software solutions, developers are increasingly able and empowered to make their own technology choices. Developers often turn to easy-to-try, low-friction solutions, including open source software, when evaluating and selecting the technologies they will adopt for application development or modernization.

A Database Is at the Heart of Every Application

        Every software application requires a database to store, organize and process data. A database directly impacts an application's performance, scalability, flexibility and reliability. For this reason, the selection of a database is a highly strategic decision impacting application performance and organizational competitiveness. Similarly, as developers modernize or upgrade an existing application, they choose whether a new database can better meet their requirements. When developers evaluate a database, they assess both its capabilities and how efficient or cumbersome it will be to use as they build, improve and maintain their applications. Large organizations can have tens of thousands of applications and associated databases.

The Volume, Variety and Velocity of Data Today Complicates Application Development

        The volume, variety and velocity of data generated and accessed through applications worldwide is increasing, driven by the rise of cloud computing, the increasing prevalence of mobile, social and Internet of Things, or IoT, applications, and the low cost of storage. The Cisco Global Cloud Index estimates that 600 zettabytes, or ZBs, of data will be generated annually by all people, machines and things by 2020, up from 145 ZBs generated in 2015. Accompanying this explosion in data volume is an expansion in the variety of data, including data with different structures, often called semi-structured data, and new patterns of data, such as time-series data. End users expect personalized and seamless interactions with the applications they use, which are enabled by the underlying data. To compete successfully, organizations need to provide their end users with modern applications that capture and leverage the vast amounts and variety of data available today. This places increasing pressure on the developers who build and maintain software applications to select the right database for an application, to ensure that the database can accommodate the required volume, variety and velocity of data to deliver the desired end-user experience.

Organizations Are Modernizing their IT Infrastructure and Adopting Cloud Architectures

        Organizations worldwide are undergoing a fundamental modernization of legacy IT infrastructure and rapidly adopting cloud or hybrid architectures. According to Forrester surveys, North American and European companies will run 18% of their custom-built application software on public cloud platforms by the end of 2017. However, most organizations are actively evaluating, if not yet adopting, cloud architecture. In 2016, 92% of all organizations were evaluating, deploying or fully embracing the cloud, according to IDC. As developers re-platform existing applications, they have the opportunity to re-evaluate the underlying database platform that the application is built on to ensure that it will support the functionality required today and is flexible enough to adapt to future requirements. In addition, organizations prefer solutions that do not lock them in to any one public cloud provider, which limits their flexibility and exposes them to potential cost increases over time.

Limitations of Relational and Other Existing Databases

        Relational databases were first developed in the 1970s. These legacy databases became the foundational technology for mainframe and client server-based applications, providing sophisticated and efficient access to data, guarantees of data integrity and valuable enterprise-oriented features, including management tools and integrations. These core capabilities remain important today.

        The underlying architecture of relational databases, however, remains largely unchanged even though the nature of applications, how they are deployed and their role in business have evolved

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dramatically. Relational databases were not built to deliver the performance, scalability, flexibility and reliability required by modern applications. These legacy databases use rigid, inflexible schemas, where data is stored in tables of rows and columns, and where even simple schema changes can be complicated. Modern software development is highly iterative and requires flexibility, and this rigid structure makes it costly and time consuming for developers to build, maintain and update applications as required. For example, developers are often required to spend significant time fixing and maintaining the linkages between modern applications and the rigid database structure inherent in relational offerings. In addition, the volume and variety of data today does not fit easily into this pre-determined row-and-column format, making it difficult and inefficient for developers to work with these applications, reducing application functionality, causing poor application performance and risking costly application downtime. Further, relational databases were built before cloud computing was popularized and were not designed for "always-on" globally distributed deployments. All of these factors hinder developer productivity and reduce organizational competitiveness, leaving developers and their organizations in need of more effective, more agile, lower cost database solutions.

        A number of non-relational database alternatives have attempted to address the limitations of relational databases. However, in attempting to solve the challenges of legacy relational databases, many of these vendors have made architectural choices that compromised many of the core capabilities of relational databases, limiting these vendors to a relatively narrow set of use cases. As a result, they have not achieved widespread developer mindshare and marketplace adoption.

Our Market Opportunity

        The database market is one of the largest in the software industry. According to IDC, the worldwide database software market, which it refers to as structured data management software, was $44.6 billion in 2016 and is expected to grow to $61.3 billion in 2020, representing an 8% compound annual growth rate. Legacy database vendors have historically dominated this market. We believe this market is one of the few within the enterprise technology stack that has yet to be disrupted by a modern alternative, creating our opportunity.

Our Unique Approach to Our Opportunity

        We believe that there are two important and highly differentiating aspects of our approach to the large and highly strategic database market.

        Our Unique Platform Architecture.     Our platform architecture, called our Nexus Architecture, combines the best of both relational and non-relational databases. Our Nexus Architecture delivers the benefits of relational databases, including sophisticated and efficient access to data, guarantees of data integrity and enterprise management tools and integrations, while providing the scalability, flexibility and always-on reliability required for modern applications. Our document-based architecture enables developers to manage data in a more natural way, making applications more agile. Our architecture is also designed to allow customers to scale horizontally using commodity hardware, providing seamless scalability and enabling "always-on" global deployments. Our design choices allow us to support a broad range of application use cases and increase the appeal for organizations to standardize on our platform, further contributing to the broad scope of our market opportunity. In fiscal year 2017, approximately 30% of our new business resulted from the migration of applications from relational databases.

        Our Unique Business Model.     We believe we have a highly differentiated business model that combines the developer mindshare and adoption benefits of open source with the economic benefits of a proprietary software subscription business model. To encourage developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. This allows developers to evaluate our platform in a frictionless manner, which we believe has contributed to our platform's popularity among

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developers and driven enterprise adoption of our subscription offering. Community Server has been downloaded from our website over 30 million times since February 2009 and over 10 million times in the last 12 months alone. Unlike software companies built around third-party open source projects, we own the intellectual property of our offerings since we are the creators of the software, enabling our proprietary software subscription business model. Subscription revenue accounted for 90% and 91% of our total revenue in fiscal year 2017 and the six months ended July 31, 2017, respectively. Owning the intellectual property of our offering also allows us to retain control over our future product roadmap, including the determination of which features are included in our free or paid offerings. In addition, by offering Community Server under the GNU Affero General Public License Version 3, or the AGPL, we limit the appeal to other parties, including public cloud vendors, of monetizing our software without licensing it from us, further supporting our software subscription business model. The economic attractiveness of our subscription-based model is driven by customer renewals and increasing existing customer subscriptions over time, referred to as land-and-expand.

Our Solution

        MongoDB is the leading, modern database platform, built to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. Our primary subscription package is MongoDB Enterprise Advanced, our comprehensive offering for enterprise customers that can be run in the cloud, on-premise or in a hybrid environment. MongoDB Enterprise Advanced includes our proprietary database server, advanced security, enterprise management capabilities, our graphical user interface, analytics integrations, technical support and a commercial license to our platform. We also offer MongoDB Atlas, our cloud hosted database-as-a-service, or DBaaS, offering that includes comprehensive infrastructure and management of our Community Server offering. The key differentiators of our platform include:

    We Built a Modern Platform for Applications.   Our founders were frustrated by the challenges of working with legacy database offerings. Our platform was built to address these challenges while maintaining the best aspects of relational databases, allowing developers both to build new, modern applications that could not be built on relational databases and to more quickly and easily modernize existing applications. Core features and capabilities of our platform include:

    Performance .  We deliver the extreme throughput and predictable low-latency required by the most demanding applications and leverage modern server architectures, delivering millions of operations per second.

    Scalability .  Our architecture scales horizontally across thousands of servers, supporting petabytes of data and millions of users in a globally distributed environment. It is easy to add capacity to our platform in a modular, predictable and cost-efficient manner.

    Flexibility .  Our document-based architecture easily accommodates the variety of data required by modern applications. It also makes it easy for developers to prototype, iterate on and add new functionality to their applications.

    Reliability .  Our platform includes the critical, advanced security features and fault-tolerance that enterprises demand. It was built to operate in a globally distributed environment for "always-on" applications.

    We Built Our Platform for Developers.   MongoDB was built by developers for developers. We architected our platform with robust functionality and made it easy and intuitive for developers to build, modernize, deploy and maintain applications rapidly and cost-effectively, thereby increasing developer productivity. Our document-based architecture enables developers to manage and interact with data in a more natural way. As a result, developers can focus on the application and end-user experience as they do not have to spend significant time fixing and maintaining the linkages between the application and a rigid relational database structure. We also offer drivers in all leading programming languages, allowing developers to interact with our

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      platform using the programming language of their choice, further increasing developer productivity. All of this has led to increased application agility, higher levels of developer productivity and high levels of developer adoption and engagement. According to Stack Overflow, more developers wanted to work with MongoDB than any other database in 2017, and according to 451 Research, as of December 2016, more developers listed MongoDB as a skill on LinkedIn than nearly all other non-relational databases combined. In addition, according to a third-party analysis of StackOverflow's activity from 2011 through August 2016, MongoDB had more activity on StackOverflow than any other non-relational database evaluated.

    We Allow Customers to Run Any Application Anywhere.   As a general purpose database, we support applications across a wide range of use cases. Our software is easily configurable, allowing customers to adjust settings and parameters to optimize performance for a specific application and use case. Customers can run our platform in any environment, depending on their operational requirements: in the cloud, on-premise or in a hybrid environment. In addition, customers can deploy our platform in any of the public cloud alternatives, providing them with increased flexibility and cost-optimization opportunities by preventing public cloud vendor lock-in.

Key Customer Benefits

        Our platform delivers the following key business benefits for our customers:

    Maximize Competitive Advantage through Software and Data.   Our platform is built to support modern applications, allowing organizations to harness the full power of software and data to drive competitive advantage. Developers use our platform to build new, operational and customer-facing applications, including applications that cannot be built on relational databases. As a result, our platform can help drive our customers' ability to compete, improve end-user satisfaction, increase their revenue and gain market share.

    Increase Developer Productivity.   By empowering developers to build or modernize applications quickly and cost-efficiently, we enable developers' agility, accelerating the time-to-revenue for new products. Our platform's document-based architecture and intuitive drivers make developing and iterating on applications very efficient on our platform, increasing developer productivity.

    Deliver High Reliability for Mission-Critical Deployments.   Our platform is designed to support mission-critical applications by being fault-tolerant and always-on, reducing downtime for our customers and minimizing the risk of lost revenue. Also, given the competitive criticality of applications today, we designed our platform to enable better end-user experiences.

    Reduce Total Cost of Ownership.   The speed and efficiency of application development using our platform, coupled with decreased developer resources required for application maintenance, can result in a dramatic reduction in the total cost of ownership for enterprises. In addition, our platform runs on commodity hardware, requires less oversight and management from operations personnel and can operate in the cloud or other low-cost environments, leading to reduced application-related overhead costs for our customers.

Our Growth Strategy

        We are pursuing our large market opportunity with growth strategies that include:

    Acquire New Customers.   We believe there is a substantial opportunity to continue to grow our customer base. We benefit from word-of-mouth awareness and frictionless usage and experimentation by the developer community through our Community Server offering. As a result, our direct sales prospects are often familiar with our platform and may have already built applications using our technology. While we sell to organizations of all sizes across a broad range of industries, our key focus is on enterprises that invest more heavily in software application development and deployment. These organizations have a greater need for databases

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      and, in the largest enterprises, can have tens of thousands of applications and associated databases. We plan to continue to invest in our direct sales force to grow our larger enterprise subscription base, both domestically and internationally.

    Drive Usage of MongoDB Atlas.   In June 2016, we introduced MongoDB Atlas, our DBaaS offering. This hosted cloud offering is an important part of our run-anywhere solution and allows us to generate revenue from Community Server, converting users who do not need all of the benefits of MongoDB Enterprise Advanced into customers. To accelerate adoption of this hosted cloud offering, we recently introduced tools to easily migrate existing users of our Community Server offering to become customers of MongoDB Atlas. We also recently introduced a free tier for MongoDB Atlas that includes limited processing power and storage to drive developer usage and adoption of MongoDB Atlas.

    Expand Sales Within Our Customer Base.   We seek to grow our sales with our customers in several ways. As an application grows and requires additional capacity, our customers increase their subscriptions to our platform. In addition, our customers may expand their subscriptions to our platform as they migrate additional existing applications or build new applications, either within the same department or in other lines of business or geographies. Also, as customers modernize their IT infrastructure and move to the cloud, they may migrate applications from legacy databases. Even within our largest customers, we believe we currently represent a small percentage of their overall spend on databases, reflecting our small market penetration. Our goal is to increase the number of customers that standardize on our database platform within their organization, which can include offering centralized internal support for developers within the organization or the deployment of an internal MongoDB-as-a-service offering. Our net ARR expansion rate, which has been over 120% for each of the last ten fiscal quarters, demonstrates our ability to expand within existing customers.

    Extend Product Leadership and Introduce New Products.   We intend to continue to invest in our product offerings with the goal of becoming the most widely deployed database in the world. We direct our product innovation toward initiatives intended to drive customer adoption and expansion and increase developer productivity. For example, we have introduced an encrypted storage engine to secure data natively within our platform, allowing customers to utilize our platform for applications in highly regulated industries with specific and rigorous security requirements. In addition, we introduced enhancements to our platform to enable applications based on network, or graph, operations. Previously, these types of applications required a specialized, niche database. Since introducing our graph capabilities, enterprises can standardize these applications, alongside other applications, on our platform and their developers do not need to learn and manage an additional database platform.

    Foster the MongoDB Developer Community.   We have attracted a large and growing community of highly engaged developers, who have downloaded our Community Server offering over 30 million times from our website alone since February 2009. We believe that the engagement of developers increases our brand awareness. Many of these developers become proponents of MongoDB within their organizations, which may result in new enterprise customers selecting our platform as well as expansion opportunities within existing customers. Historically, we have invested in our community through active sponsorship of user groups, our annual user conference, MongoDB World, MongoDB University and other community-centered events. As of July 31, 2017, there were 116 meetup groups dedicated to MongoDB with over 55,000 members worldwide, and over 730,000 registrations for MongoDB University courses, which help members of our community increase their familiarity and productivity with our platform. We intend to continue to invest in the MongoDB developer community.

    Grow and Cultivate Our Partner Ecosystem.   We have built a partner ecosystem of independent software vendors, systems integrators, value added resellers and technology partners. Our partners include Accenture, Adobe, Amazon Web Services, or AWS, Cisco, Google, Infosys,

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      Microsoft, Splunk, Tableau and more than 1,000 other organizations. Our partner ecosystem provides us with significant benefits, including lead generation, new customer acquisition, accelerated deployment and customer support. Our system integrator partners have also been valuable in working with organizations to migrate applications to our platform. We intend to continue to expand and enhance our partner relationships to grow our market presence and drive greater sales efficiency.

    Expand Internationally.   We believe there is significant opportunity to continue to expand the use of our platform outside the United States. In both the fiscal year ended January 31, 2017 and the six months ended July 31, 2017, total revenue generated outside of the United States was 35% of our total revenue. We intend to continue to expand our sales and drive adoption of our platform globally.

Our Culture

        We believe our culture is critical to our success and has delivered tangible financial and operational benefits for our customers, our employees and our stockholders. Our values guide our business, our product development, our practices and our brand. They are what we look for in every employee. As our company continues to evolve and grow, these six values remain constant:

    Think Big, Go Far.   We are big dreamers with a passion for creativity. We eagerly pursue new opportunities and markets through innovation and disruption. We have a pioneering spirit—always ready to forge new paths and take smart risks.

    Make It Matter.   We are relentless in our pursuit of meaningful impact. We think strategically and are clear on what we are and are not trying to do. We accomplish an amazing amount of important work, and we are obsessed with follow through.

    Embrace the Power of Differences.   We commit to creating a culture of inclusion by seeking and valuing employees from different backgrounds and circumstances. This is cultivated by learning from and respecting each other's differences. We firmly believe that everyone deserves to feel valued and safe in the workplace, and we acknowledge that underrepresented groups may not always feel this way. We recognize that a diverse workforce is the best way to broaden our perspectives, foster innovation and enable a sustainable competitive advantage.

    Build Together.   We achieve amazing things by connecting and leveraging the diversity of skills, experiences and backgrounds of our entire organization. We discuss things thoroughly, but prioritize commitment over consensus. We are good listeners and always communicate with clarity and respect. We create and support a positive, inclusive and accepting environment.

    Be Intellectually Honest.   We embrace reality. We apply high-quality thinking and rigor. We have courage in our convictions but work hard to ensure biases or personal beliefs do not get in the way of finding the best solutions.

    Own What You Do.   We take ownership and are accountable for everything that we do. We empower and we are empowered to make things happen, and balance independence with interdependence. We demand excellence from ourselves. We each play our own part in making MongoDB a great place to work.

Our Products

        We built MongoDB to be a modern, general purpose database platform. We believe that organizations should be able to run our platform anywhere: from a developer's laptop, to an enterprise data center, or in the public cloud. Our core offerings are MongoDB Enterprise Advanced, MongoDB Atlas and Community Server. MongoDB Enterprise Advanced is our comprehensive offering for enterprise customers that can be run in the cloud, on-premise or in a hybrid environment, and includes our proprietary database server, enterprise management capabilities, our graphical user interface, analytics integrations, technical support and a commercial license to our platform. To encourage

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developer usage, familiarity and adoption of our platform, we offer Community Server as an open source offering, analogous to a "freemium" offering. Community Server is a free-to-download version of our database that does not include all of the features of our commercial platform. MongoDB Atlas is our cloud hosted DBaaS offering that includes comprehensive infrastructure and management of Community Server.

MongoDB Enterprise Advanced

        Our primary subscription package, MongoDB Enterprise Advanced, includes a commercial license to our platform and the following:

    MongoDB Enterprise Database Server.   The MongoDB enterprise database server, called Enterprise Server, is our proprietary database. It stores, organizes and processes data and facilitates access and changes to the data. Enterprise Server includes advanced security features, auditing functionality and enterprise-standard authentication and authorization. Enterprise Server also includes encrypted and in-memory storage engines to enable a wide range of workloads.

    Enterprise Management Capabilities.   MongoDB Enterprise Advanced provides Cloud Manager Premium and Ops Manager, our sophisticated suite of management tools that allows operations teams to run, manage and configure MongoDB according to their needs. This includes the ability to monitor and alert on over 100 system metrics, to back up data and restore it to any point in time for disaster recovery, and to automate common operational tasks such as upgrades, scaling and configuration changes. MongoDB Enterprise Advance customers can choose either our Cloud Manager Premium product (for customers who want to manage our platform via the cloud) or Ops Manager (generally for those with on-premise deployments).

    Graphical User Interface.   We have developed a graphical user interface product, called Compass, to help developers and database administrators work with the database visually and to provide a familiar experience for those accustomed to relational databases. Users of Compass can interact with data more easily, and it allows them to visualize the schema of data and to construct ad hoc queries, which can be useful for performance tuning and debugging. For example, Compass users can view and optimize query performance, helping them make better decisions about indexing and document validation.

    Analytics Integrations.   We provide integrations to allow data and business analysts to analyze data in applications running on our platform using their existing business intelligence and analytics tools. For integration with business intelligence products like Tableau, analysts can use our MongoDB Connector for BI product. We also provide open source connectors for Spark and Hadoop, which are often used for data warehouse analysis. Our analytics integrations ensure that enterprises can efficiently extract significant value from applications built on our platform.

    Technical Support.   As part of our MongoDB Enterprise Advanced subscription, we also provide technical support to customers during the subscription period. Our technical support is designed to maximize customer success. We provide customers with around-the-clock (24x365) technical support with an enterprise-grade service level agreement. Customers use our technical support to ask database performance questions or troubleshoot issues.

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        The key components of our platform are:

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        MongoDB Enterprise Advanced represented 64% of our total revenue in fiscal year 2017.

MongoDB Atlas

        In June 2016, we introduced MongoDB Atlas, our hosted DBaaS offering which we run and manage in the public cloud. MongoDB Atlas is based on Community Server and provides customers with an elastic, managed offering that includes automated provisioning and healing, comprehensive system monitoring, managed backup and restore, default security and other features that reduce operational complexity and increase application resiliency. MongoDB Atlas allows customers to remove themselves from the complexity of managing the database and related underlying infrastructure, so they can instead focus on the application and end-user experience. MongoDB Atlas is available on AWS, Google Cloud Platform, or GCP, and Microsoft Azure, allowing customers to select their public cloud provider and avoid vendor lock-in. To drive usage and adoption by developers, we recently introduced a free tier for MongoDB Atlas that includes limited processing power and storage.

Community Server

        Community Server is a free-to-download version of our database that includes the core functionality that developers need to get started with MongoDB but not all of the features of our commercial platform. Community Server is available under a license that protects our intellectual property and supports our subscription business model. We plan to continue to convert Community Server users to paying customers of our more robust, commercial offerings. Our Community Server had been downloaded over 30 million times from our website alone since February 2009.

        We generate revenue from our Community Server through MongoDB Atlas and our MongoDB Professional package. Our MongoDB Professional package includes access to our graphical user interface product, Compass, our Cloud Manager Premium management suite and technical support, but it does not include a commercial license to our platform.

        We offer commercial technical support for customers of our paid, commercial offerings. We offer commercial support in our two subscription packages, MongoDB Enterprise Advanced and MongoDB Professional. In addition, for customers that request greater technical support, we contract with them to provide additional support personnel. Although we offer documentation to drive adoption of best practices, we offer limited support for users of Community Server.

MongoDB Stitch

        In June 2017, we introduced a beta version of MongoDB Stitch, a product offering that is designed to simplify application development, further increasing developer productivity and helping deliver applications to market more quickly. MongoDB Stitch is a backend-as-a-service that provides a single, consistent, native interface to the cloud services that modern applications depend on—from authentication, through payments, messaging and the database—allowing developers to spend more time on application performance and user experience.

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Professional Services

        We provide professional services to our customers, including consulting and training, with the goal of making customer deployments of our platform successful, thereby increasing customer retention and driving customer revenue expansion. Given that we have designed our platform to be easy to deploy, our services typically do not involve implementation and are designed to facilitate a more rapid and successful deployment of MongoDB by our customers. While representing approximately 10% of our revenue in each of the last two fiscal years, professional services is an important part of our customer retention and expansion strategy. Customers who purchase professional services have typically increased their subscription with us to higher levels and done so more quickly than customers who have not engaged our professional services.

Customers

        As of July 31, 2017, we had over 4,300 customers in more than 85 countries around the world, including 296 customers with $100,000 or greater in ARR and annualized MRR. All affiliated entities are counted as a single customer. No single customer represented more than 5% of our revenue in fiscal year 2017. A representative list of our customers based on customer spend is set forth below by industry vertical.

Financial Services   Government   Healthcare
ADP
Barclays
Capital One
Equifax
FICO
Goldman Sachs
Merrill Corporation
Morgan Stanley
  NYC Department of Sanitation
The Department for Work and Pensions
U.S. Department of Defense: Defense Health Agency
U.S. Department of Homeland Security: U.S. Immigration and Customs Enforcement
U.S. Department of Housing and Urban Development
U.S. Department of Veterans Affairs
  Anthem, Inc.
AstraZeneca
Experian Health
Genentech, Inc.
Genomics England

 

Media & Entertainment   Retail   Technology   Telecommunications
Business Insider, Inc.
Elsevier Ltd.
Guardian News and Media Ltd
NOS Inovação, S.A.
Sky
  eBay
OTTO
Staples
The Topps Company, Inc.
Urban Outfitters, Inc.
  Adobe
Amadeus
Checkr
Dell, Inc.
eHarmony
Expedia
Salesforce.com
Splunk Inc.
Sprinklr
Squarespace
Symantec
  Bell Canada
Cisco
Swisscom Switzerland Ltd
T-Mobile
Zayo Group

Customer Case Studies

Barclays

Situation:

        Barclays is a major global financial services provider engaged in retail banking, credit cards, wholesale banking, investment banking, wealth management and investment management services.

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        Barclays' core banking systems are predominantly mainframe-based. Like many companies in financial services, Barclays has undertaken a massive effort to digitize the bank, and has found that some of the older infrastructure and systems are unable to provide the flexibility and speed of change expected. For example, the rigid nature of the relational platforms has made it challenging to add new features to the Barclays customer portal, such as enriched transaction information or providing a single view of customer holdings across products.

        As the scale of digital adoption increased with millions of customers accessing their account details online, mainframe utilization costs increased, too. In addition, the mainframe presented a single point of failure, and on occasions when the mainframe infrastructure was unavailable all digital channels had to be taken offline.

Solution and Benefits:

        To address the multiple challenges of enhanced resilience, extensibility and digital scale, Barclays turned to MongoDB Enterprise Advanced in 2012. With our support, Barclays set up a Center of Excellence to help adopt the new technology, establish a set of core technologies, and drive multiple use cases on our platform. One of Barclays' first mission-critical uses of our platform was an Operational Data Store (ODS), a highly flexible and scalable system for serving data to multiple real-time applications across the bank. Among other things, ODS stores customers' product holding details, balances and transaction histories, and allows customers to access them quickly and easily via web and mobile. Another innovative application provides a "single view" of every interaction a customer has with the bank. This application handles an average of 20 million transactions a day and enables improved customer service at all touch points, as well as faster fraud detection. Since adopting our platform, Barclays is seeing the following benefits:

    Significant performance improvements in query response time.

    Improved resiliency.

    Opportunities to save cost by offloading a significant volume of transactions from the core legacy systems.

    Increased developer productivity, including the ability to develop apps and move them to production within weeks.

Bosch Software Innovations

Situation:

        Bosch Software Innovations has been an industry leader in the Internet of Things for nearly 10 years. On a global scale, the company designs, develops, and operates software and system solutions for the areas of mobility, smart city, energy, manufacturing, agriculture, health, as well as smart homes and buildings. By creating a layer of software and data on top of devices and machines, Bosch Software Innovations saw that it could deliver completely new business opportunities, such as predictive failure of devices and quality control systems in more than 250 IoT projects, including aircraft manufacturing, agriculture and connected homes and cars. The Bosch IoT Suite is a comprehensive toolbox in the cloud provided as a Platform as a Service to Bosch Software Innovations customers and other business units within the Bosch Group. It allows the secure and efficient interaction of devices, users, and enterprise systems on a central, open software platform.

        During the early development of the Bosch IoT Suite, Bosch Software Innovations quickly realized that relational databases could not support the volume, speed and complexity of data being generated across such a vast spectrum of potential use cases. The inflexible, pre-determined schema of a relational database made relational databases a poor choice for such varied data and dynamic use cases.

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Solution and Benefits:

        The Bosch IoT Suite utilizes MongoDB Enterprise Advanced to store, manage and analyze its data in real time. MongoDB's flexibility, high performance and scalability enabled the Bosch IoT Suite to handle the massive variety and velocity of data required by Bosch Software Innovations' customers. By building on MongoDB starting in 2012, Bosch Software Innovations has reported the following benefits:

    The ability to easily adapt to new data sources, allowing the Bosch IoT Suite to connect with millions of devices, supporting multiple new revenue streams.

    Support of continuous innovation by making it simple for developers to make changes and improving developer productivity.

    Real-time analysis, which would not have been possible on relational databases.

Cisco

Situation:

        Cisco Systems, Inc. is the largest networking company in the world. Cisco's eCommerce Platform is its primary means of doing business with partners and customers, serving 140,000 global users and driving $40+ billion of Cisco's business annually. It handles the online configuration, pricing and purchasing of all Cisco products globally.

        Originally built on a legacy database, the eCommerce Platform handles an average of 3.6 million hits a day, rising to six million a day. At peak periods, however, users experienced delays. In addition, the legacy database was not meeting Cisco's uptime service level agreement and was not conducive to supporting the continuous integration of improvements to the platform, a Cisco initiative.

Solution and Benefits:

        After a rigorous evaluation and series of testing, Cisco migrated its eCommerce Platform to MongoDB Enterprise Advanced. Cisco cited our platform's built-in capabilities for high availability and fault tolerance coupled with guarantees of data integrity as key to its selection. Additionally, migrating to MongoDB simplified Cisco's architecture, providing increased operational efficiency. The eCommerce platform is one of many Cisco applications running on MongoDB Enterprise Advanced. As a customer for over six years, Cisco has built a wide variety of applications on our platform, over a dozen in total. These range from internal use cases such as e-learning and peer reviews, to customer-facing, revenue generating applications for network device monitoring, to multi-platform video streaming and wireless network optimization. Cisco has reported the following benefits as a result of its migration to our platform:

    5x improved responsiveness in the application, dramatically improving the user experience.

    Improved system resilience and scalability. Cisco validated MongoDB's performance at 5x peak load and recovery from simulated failures in less than two seconds with no administrative intervention.

    The ability to make system updates in less than five minutes with no downtime, improving agility and operational efficiency.

Expedia

Situation:

        Expedia, Inc. is a US-based travel company that owns and operates several international brands and over 200 travel booking sites including Expedia.com, Hotels.com, Travelocity, Orbitz and Trivago.

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        Expedia has traditionally relied on relational databases for the bulk of its applications, but began to encounter a number of challenges several years ago. Expedia.com experiences over 40 million writes and 60 million reads to its databases daily. This load forced the company to buy and build a number of add-on solutions in order to scale its relational infrastructure. Additionally, Expedia has acquired a number of companies over the years, and integrating relational systems from multiple companies with Expedia's back-end systems was difficult and in many cases, impossible. In order for Expedia to maintain its market leading position in the highly competitive online travel market, the company needed technologies that allowed it to bring new applications to production faster than it could with legacy technology.

Solution and Benefits:

        Since becoming a customer in 2012, Expedia has used MongoDB Enterprise Advanced to build over 70 applications. Our platform is used extensively within the company. For example, Expedia has migrated booking systems to our platform for Hotwire, HomeAway, Egencia, and a number of other travel properties. Expedia uses our platform for fast search results, reviews, and a new application called Scratchpad, which allows users to easily keep track of all the different travel options they have searched for, including searches across multiple devices. Expedia also uses our platform for its internal travel graph, which tracks revenue and other key business metrics in real-time. Since adopting MongoDB Enterprise Advanced, Expedia has reported the following benefits:

    Ability to provision new production applications in less than an hour, orders of magnitude faster than with legacy technologies.

    Approximately 4x improvement in efficiency for operations personnel managing database infrastructure.

    Up to 2x increase in developer productivity.

Sprinklr

Situation:

        Sprinklr is the most complete social media management platform for the enterprise, helping the world's brands reach, engage, and listen to their customers on Facebook, Twitter, and more than 23 other social channels for the purposes of marketing, advertising, research, care, and commerce.

        As Sprinklr scaled its platform, it needed a database that could handle a high volume of data and with the flexibility to adapt to an ever-changing social media landscape. Sprinklr initially identified a relational database to meet its needs, but realized that this legacy technology could not handle the scale and real-time data generated on social media.

Solution and Benefits:

        In 2013, Sprinklr re-platformed its system onto MongoDB Enterprise Advanced, which is used to aggregate and store a continuous stream of real-time social media data. To support the high volume and variety of data, Sprinklr runs more than 800 servers in production, distributed in multiple data centers around the world. By using MongoDB, Sprinklr has reported the following benefits:

    Dramatic improvement in developer productivity, with the flexibility to have unified data across all social networks and to change data dynamically, which supports the company's capability to roll out more than 100 new features every month.

    Significant cost savings of 55% since migrating from their relational database platform to MongoDB.

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    Greatly increased scalability, with the current system processing over 60,000 messages per second in near real time, on a deployment holding 550 terabytes of data.

Our Database Platform Technology

        We designed our platform to address the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of relational databases. We also architected our platform to be easy and intuitive for developers, thereby increasing their productivity and allowing them to spend more time focusing on application development and the end-user experience. We built our platform to run in the cloud, on-premise or in a hybrid environment. Our software is easily configurable, allowing customers to adjust settings and parameters to optimize performance for a specific application and use case.

        Our platform is based on our proprietary intellectual property, and our customers benefit from the following key technical design choices we have made:

    Nexus Architecture.   Our platform architecture, which we call our Nexus Architecture, combines the best of relational and non-relational databases and enables us to support a broad range of use cases.

    Users of our platform realize the core capabilities of relational databases: sophisticated and easy access to data, guarantees of data integrity and enterprise management tools and integrations. We provide sophisticated and efficient access to data using our expressive query language and secondary indices. We ensure data integrity by providing data governance capabilities and strong data consistency, which ensures access to the most up-to-date data.

    Our platform delivers the key benefits of modern database platforms: performance, scalability, flexibility and always-on reliability required by global deployments. Leveraging the benefits of our document data model, we provide developers with the flexibility to incorporate the variety of data required for modern applications and to improve and maintain applications as those requirements evolve.

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    Easy-to-Use Drivers and Integrations.   A driver is an access layer that sits between the database and an application. We provide drivers in over 10 different programming languages (e.g., Java, Python), which allow developers to interact with our platform using the programming language of their choice. The drivers are customized for each language, providing a natural and intuitive experience for developers, thereby increasing developer productivity. We also provide connectors for Spark and Hadoop, which are often used for data warehouse analysis.

    Pluggable Storage Engine Architecture.   A storage engine is the component of the database that is responsible for managing how data is stored, both in memory and on disk. Selecting the right storage engine can significantly impact the performance of an application. We have implemented a pluggable storage engine architecture, allowing developers to choose the appropriate storage engine for their application. Developers can choose from our selection of storage engines or develop one of their own, although the vast majority of our customers use one of our storage engines. This pluggable storage engine architecture and our selection of available storage engines allows us to support a wide range of use cases. In addition, our pluggable storage engine architecture provides us with flexibility to adapt our platform to capture opportunities created from new technology trends or use cases.

Sales and Marketing

        Our sales and marketing teams work together closely to drive awareness and adoption of our platform, accelerate customer acquisition and generate and increase revenue from customers. While we sell to organizations of all sizes across a broad range of industries, our key focus is on enterprises that invest more heavily in software application development and deployment. These organizations have a greater need for databases and, in the largest enterprises, can have tens of thousands of applications and associated databases. We plan to continue to invest in our direct sales force to grow our larger enterprise subscription base, both domestically and internationally.

        Our go-to-market model is primarily focused on driving awareness and usage of our platform among software developers with the goal of converting that usage into paid consumption of our platform. We are a pioneer of developer evangelism and education and have cultivated a large, highly engaged global developer community. We foster developer engagement through community events and conferences to demonstrate how developers can create or modernize applications quickly and intuitively using our platform. We intend to continue to cultivate our relationships with developers through continued investment in and growth of our MongoDB Advocacy Hub, User Groups and MongoDB University. We also have a partner ecosystem of global system integrators, value-added resellers and independent software vendors, which we collectively refer to as strategic partners. Our partners include Accenture, Adobe, AWS, Cisco, Google, Infosys, Microsoft, Splunk, Tableau and more than 1,000 other organizations.

        We have embraced the trend toward open source software in order to drive developer awareness of, engagement with and adoption of our platform. We created our Community Server offering to let developers use, experiment and evaluate our platform frictionlessly, which we believe has contributed to our platform's popularity. We believe that developers are often advocates for us because of our developer-focused approach. As a result, our direct sales prospects are often familiar with our platform and may have already built applications using our technology. In order to assess the most likely commercial prospects, we employ a process-oriented and data-driven approach to sales. We also utilize advanced marketing technologies and processes to drive awareness and engagement and educate and convert prospects into customers. As customers expand their usage of our platform, our relationships with them often evolve to include technology and business leaders within their organizations and our goal is get organizations to standardize on our platform. Once our customers reach a certain spending level with us, we support them with customer success advocates to ensure their satisfaction and expand their usage of our platform.

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        Our sales and marketing organization includes sales development, inside sales, field sales, sales engineering and marketing personnel. As of July 31, 2017, we had 325 employees in our sales and marketing organization.

Research and Development

        Our research and development efforts are focused on enhancing our existing products and developing new products to extend our product leadership, increase our market penetration and deepen our relationships with our customers. Our research and development organization is built around small development teams. Our small development teams foster greater agility, which enables us to develop new, innovative products and make rapid changes to our infrastructure that increase resiliency and operational efficiency.

        Our research and development teams are organized into three primary groups: the server team, the cloud team and the drivers and integrations team.

        As of July 31, 2017, we had 213 employees in our research and development organization. We intend to continue to invest in our research and development capabilities to extend our platform. Research and development expense totaled $33.3 million, $43.5 million, $51.8 million and $28.8 million in fiscal years 2015, 2016 and 2017 and the six months ended July 31, 2017, respectively.

Competition

        The worldwide database software market is rapidly evolving and highly competitive. We believe that the principal competitive factors in our market are:

    mindshare with software developers and IT executives;

    product capabilities, including flexibility, scalability, performance, security and reliability;

    flexible deployment model, including in the cloud, on-premise or in a hybrid environment;

    ease of deployment;

    breadth of use cases supported;

    ease of integration with existing IT infrastructure;

    robustness of professional services and customer support;

    price and total cost of ownership;

    adherence to industry standards and certifications;

    size of customer base and level of user adoption;

    strength of sales and marketing efforts; and

    brand awareness and reputation.

        We believe that we compete favorably on the basis of the factors listed above.

        We primarily compete with established relational database software providers such as IBM, Microsoft, Oracle and other similar companies. We also compete with non-relational database software providers and certain cloud providers such as AWS, GCP and Microsoft Azure that offer basic database functionality.

        Some of our actual and potential competitors, in particular the legacy relational database providers, have advantages over us, such as longer operating histories, more established relationships with current or potential customers and commercial partners, significantly greater financial, technical,

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marketing or other resources, stronger brand recognition, larger intellectual property portfolios and broader global distribution and presence. Such competitors may make their products available at a low cost or no cost basis in order to enhance their overall relationships with current or potential customers. Our competitors may also be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. In addition, some of our larger competitors have substantially broader offerings and can bundle competing products with hardware or other software offerings, including their cloud computing and customer relationship management platforms. In addition, some large software and internet companies may seek to enter our market. With the introduction of new technologies and new market entrants, we expect competition to intensify in the future.

Intellectual Property

        We rely on a combination of patent, copyright, trademark and trade secret laws in the United States and other jurisdictions, as well as license agreements and other contractual protections, to protect our proprietary technology. We also rely on a number of registered and unregistered trademarks to protect our brand.

        As of July 31, 2017, in the United States, we had been issued eight patents, which expire between 2030 and 2033, and had 36 patent applications pending for examination, three allowed patent applications and 4 pending provisional applications. In addition, as of July 31, 2017, we had 12 registered trademarks in the United States and one pending trademark application in the United States.

        Unlike software companies built around open source projects, we own the intellectual property of our offerings, allowing us to retain control over our future product roadmap, including the determination of which features are included in our free or paid offerings. We offer Community Server under the AGPL. The AGPL permits users to run the database without charge but subject to certain terms and conditions. The AGPL requires users to make publicly available the source code for any modified version of the database that they distribute, run as a service or otherwise make available to end users. By contrast, we offer our Enterprise Server database under a commercial license that does not have this requirement and this is one of the reasons some organizations elect to buy a subscription including a commercial license to our platform. In addition, by offering Community Server under the AGPL, we limit the appeal to other parties, including public cloud vendors, of monetizing our software without licensing it from us, further supporting our software subscription business model.

        In addition, we seek to protect our intellectual property rights by implementing a policy that requires our employees and independent contractors involved in development of intellectual property on our behalf to enter into agreements acknowledging that all works or other intellectual property generated or conceived by them on our behalf are our property, and assigning to us any rights, including intellectual property rights, that they may claim or otherwise have in those works or property, to the extent allowable under applicable law.

Our Employees

        As of July 31, 2017, we had a total of 826 employees, including 278 employees located outside the United States. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relations with our employees to be good.

Properties

        Our principal executive office is located in New York, New York and consists of approximately 63,722 square feet of space under a lease that expires in December 2018. We also lease space in

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Dublin, Ireland, our international headquarters, under a lease that expires in December 2026. We lease 27 other offices around the world for our employees, including in Palo Alto, Austin, London, Sydney and Gurgaon, India.

        We lease all of our facilities and do not own any real property. We intend to procure additional space in the future as we continue to add employees and expand geographically. We believe our facilities are adequate and suitable for our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Legal Proceedings

        From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners and our customers by determining the scope, enforceability and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

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MANAGEMENT

Executive Officers and Directors

        The following table sets forth certain information with respect to our executive officers and directors, including their ages as of July 31, 2017:

Name
  Age   Position(s)

Executive Officers

         

Dev Ittycheria

    50   President, Chief Executive Officer and Director

Eliot Horowitz

    36   Chief Technology Officer, Co-Founder and Director

Michael Gordon

    47   Chief Financial Officer

Carlos Delatorre

    51   Chief Revenue Officer

Meagen Eisenberg

    42   Chief Marketing Officer

Non-Employee Directors

   
 
 

 

Kevin P. Ryan (1)(2)

    53   Chairman of the Board and Co-Founder

Roelof Botha (3)

    43   Director

Hope Cochran (3)

    45   Director

Charles M. Hazard, Jr. (3)

    50   Director

Tom Killalea (1)(2)

    50   Director

John McMahon (1)(2)

    61   Director

(1)
Member of our compensation committee.

(2)
Member of our nominating and corporate governance committee.

(3)
Member of our audit committee.

Executive Officers

         Dev Ittycheria has served as our President and Chief Executive Officer and as a member of our board of directors since September 2014. Prior to joining us, Mr. Ittycheria served as a Managing Director at OpenView Venture Partners, a venture capital firm, from October 2013 to September 2014. From February 2012 to June 2013, Mr. Ittycheria served as Venture Partner at Greylock Partners, a venture capital firm. From April 2008 to February 2010, Mr. Ittycheria served as President-Enterprise Management at BMC Software, Inc., a computer software company, which he joined in connection with its acquisition of BladeLogic, Inc., a computer software company that he co-founded and for which he served as Chief Executive Officer. Mr. Ittycheria currently serves on the board of directors of athenahealth, Inc., a public cloud-based services company, and Datadog, Inc., a software company. From January 2010 to August 2014, Mr. Ittycheria served on the board of directors of Bazaarvoice, Inc., a public software company. Mr. Ittycheria received his B.S. in Electrical Engineering from Rutgers University. We believe that Mr. Ittycheria is qualified to serve on our board of directors because of his experience building and leading high growth businesses, his service on the boards of multiple public companies and his expertise and insight into corporate matters as our Chief Executive Officer.

         Eliot Horowitz is one of our co-founders and has served as our Chief Technology Officer since January 2008. Prior to founding MongoDB, Mr. Horowitz co-founded ShopWiki Corp., an online retail search engine, in January 2005, where he served as the Chief Technology Officer until its sale in November 2010. Mr. Horowitz began his career at DoubleClick, Inc., a digital advertising company. Mr. Horowitz serves on the advisory board of the NYC Tech Talent Pipeline. Mr. Horowitz received his B.S. in Computer Science from Brown University. We believe that Mr. Horowitz is qualified to serve on our board of directors due to his deep understanding of our business and his knowledge of the software industry.

         Michael Gordon has served as our Chief Financial Officer since July 2015. Prior to joining us, Mr. Gordon worked at Yodle, Inc., a local online marketing company, where he served as the Chief

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Financial Officer from May 2009 and as the Chief Operating Officer and Chief Financial Officer from March 2014 until July 2015. Prior to joining Yodle, Mr. Gordon was a Managing Director in the Media and Telecom investment banking group at Merrill Lynch, Pierce, Fenner and Smith Incorporated, a financial services company, where he worked from 1996 to 2009. Mr. Gordon serves on the board of directors of Share Our Strength, a non-profit, anti-hunger organization. Mr. Gordon received his A.B. from Harvard College and his M.B.A. from Harvard Business School.

         Carlos Delatorre has served as our Chief Revenue Officer since December 2014. Prior to joining us, Mr. Delatorre served as Senior Vice President of Sales at ClearSlide, Inc., a provider of sales management software, from January 2013 to December 2014. Prior to that, he was Vice President of Sales for DynamicOps, Inc., a software company, from June 2011 through its acquisition by VMware, Inc. in January 2013. Mr. Delatorre received his B.A. in Resource Management and his M.B.A. in finance from Troy University.

         Meagen Eisenberg has served as our Chief Marketing Officer since March 2015. Prior to joining us, Ms. Eisenberg served as Vice President of Customer Marketing and Demand Generation at DocuSign, Inc., a technology company, where she worked from December 2011 to March 2015. Ms. Eisenberg received her B.S. in Management Information Systems with a minor in Computer Science from California Polytechnic University at San Luis Obispo and her M.B.A., with a focus on marketing and strategy, from Yale School of Management.

Non-Employee Directors

         Kevin P. Ryan is one of our co-founders and has served as a member of our board of directors since March 2008. Until February 2016, Mr. Ryan served as the chairman of Gilt Groupe, an e-commerce company that he co-founded in April 2007. Mr. Ryan also co-founded Business Insider, Inc. that was sold in September 2015, as well as Nomad Health, Inc. and Workframe, Inc., where he serves as Chairman. From July 1996 to July 2005, Mr. Ryan served as President and later as Chief Executive Officer at DoubleClick, Inc., a digital advertising company. Mr. Ryan serves on various educational and non-profit boards, including Yale Corporation, The Partnership for New York City, where he is Vice Chairman, the Partnership for New York City's Innovation Council, where he is Chairman, the CFR Committee on Foreign Affairs, The Trust for Governors Island and TECH:NYC. We believe that Mr. Ryan is qualified to serve on our board of directors based on his experience founding and leading innovative technology companies.

         Roelof Botha has served as a member of our board of directors since December 2013. Since January 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Managing Member of Sequoia Capital Operations, LLC since 2007. From March 2000 to January 2003, Mr. Botha served in various positions at PayPal, Inc., a public online payments company, including as Chief Financial Officer. Mr. Botha currently serves on the board of directors of Square, Inc., a public provider of payments, financial and marketing services, and on the board of directors of Natera, Inc., a public genetic testing company, as well as a number of privately-held companies. Mr. Botha previously served on the board of directors of Xoom Corporation, a payment processing company, from May 2005 until its acquisition by PayPal, Inc. in November 2015. Mr. Botha received his B.S. in Actuarial Science, Economics and Statistics from the University of Cape Town and his M.B.A. from the Stanford Graduate School of Business. We believe that Mr. Botha is qualified to serve on our board of directors due to his knowledge of the technology industry and experience serving on the boards of directors of public companies.

         Hope Cochran has served as a member of our board of directors since December 2016. Ms. Cochran has served as a venture partner at Madrona Venture Group since January 2017. From September 2013 to June 2016, Ms. Cochran served as the Chief Financial Officer of the gaming company King Digital Entertainment plc, which was acquired by Activision Blizzard, Inc. in February 2016. Prior to King Digital, she served as the Chief Financial Officer of Clearwire Corporation, a telecommunications operator, from February 2011 until its acquisition by Sprint, Inc. in July 2013.

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Previously, she has held several roles in the software industry, including at PeopleSoft, Inc., Evant Inc. and SkillsVillage Inc., a human resources company that she founded. Ms. Cochran has served on the board of directors of Hasbro, Inc., a public toy and board game company, since June 2016. Ms. Cochran received her B.A. in Economics and Music from Stanford University. We believe that Ms. Cochran is qualified to serve on our board of directors based on her financial and operating background in the technology and telecom sectors and her experience serving on the board of directors of a public company.

         Charles M. Hazard, Jr. has served as a member of our board of directors since October 2009. Mr. Hazard is a co-founder and has served as a General Partner of Flybridge Capital Partners, a venture capital firm, since May 2002. He currently represents Flybridge Capital Partners on the boards of directors of a number of privately-held companies. Prior to co-founding Flybridge, Mr. Hazard served as a General Partner at Greylock Partners. Prior to Greylock Partners, he was with Company Assistance Limited, an investment and consulting firm, and Bain and Company, an international management-consulting firm. Mr. Hazard received his B.A. in Economics and Political Science from Stanford University and his M.B.A. from Harvard Business School. We believe that Mr. Hazard is qualified to serve on our board of directors because of his significant knowledge of and history with our company, his knowledge of the industry in which we operate, and his extensive investment and board of directors experience.

         Tom Killalea has served as a member of our board of directors since December 2015. Mr. Killalea has been an advisor to private technology-driven companies since November 2014 and is the owner and President of Aoinle, LLC, a consulting firm. From May 1998 to November 2014, Mr. Killalea served in various leadership roles at Amazon.com, Inc., an electronic commerce and cloud computing company, most recently as its Vice President of Technology for the Kindle Content Ecosystem from January 2008 to November 2014. He also served as its Vice President of Infrastructure and Distributed Systems from 2003 to 2008 and prior to that as Chief Information Security Officer and Vice President of Security. Mr. Killalea currently serves on the board of directors of Capital One Financial Corp., a public company. Mr. Killalea previously served on the board of directors of Xoom Corporation from March 2015 until its acquisition by PayPal, Inc. in November 2015. Mr. Killalea received his B.Ed. in Education from the National University of Ireland, and his B.S. in Computer Science from Trinity College Dublin. We believe that Mr. Killalea is qualified to serve on our board of directors based on his product, technology and security experience, as well as his experience advising leading technology companies.

         John McMahon has served as a member of our board of directors since October 2016. From April 2008 to September 2011, Mr. McMahon served as Senior Vice President, Worldwide Sales and Services at BMC Software, Inc. He joined BMC Software, Inc. in connection with its acquisition of BladeLogic, Inc., where he served as Chief Operating Officer. Prior to BladeLogic, Inc., Mr. McMahon served as CEO of High Roads from June 2002 to July 2005. Prior to High Roads, Mr. McMahon was VP of Worldwide Sales at Ariba from April 2000 to January 2002, and as VP-Worldwide Sales from October 1998 to April 2000 at GeoTel Communications, LLC through its acquisition by Cisco Systems Inc. Prior to GeoTel, Mr. McMahon served as Executive Vice President of Worldwide Sales at Parametric Technology Corporation from 1989 to 1998. Currently, Mr. McMahon serves on the board of directors of several enterprise software startups, including Sprinklr Inc., Snowflake Computing Inc. and Cybereason Inc. In the past, Mr. McMahon has served on the board of directors or as an executive consultant for AppDynamics, Inc., Glassdoor, Inc., Sumo Logic, Inc. and HubSpot, Inc. Mr. McMahon received his BSEE in Electrical Engineering from New Jersey Institute of Technology. We believe that Mr. McMahon is qualified to serve on our board of directors due to his deep software sales experience.

Family Relationships

        There are no family relationships among any of our executive officers or directors.

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Board Composition

        Our board of directors currently consists of eight members. All of our directors currently serve on the board of directors pursuant to the provisions of a voting agreement between us and several of our stockholders. This agreement will terminate upon the closing of this offering, after which there will be no further contractual obligations regarding the election of our directors.

        In accordance with the terms of our amended and restated certificate of incorporation and amended and restated bylaws, which will be effective immediately prior to the closing of this offering, our board of directors will be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Effective upon the closing of this offering, our board of directors will be divided into the following classes:

    Class I, which will consist of Mr. Botha, Mr. Ittycheria and Mr. McMahon, whose terms will expire at our first annual meeting of stockholders to be held after the closing of this offering;

    Class II, which will consist of Mr. Hazard, Mr. Killalea and Mr. Ryan, whose terms will expire at our second annual meeting of stockholders to be held after the closing of this offering; and

    Class III, which will consist of Ms. Cochran and Mr. Horowitz, whose terms will expire at our third annual meeting of stockholders to be held after the closing of this offering.

        At each annual meeting of stockholders to be held after the initial classification, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. The authorized size of our board of directors is currently nine members, and may be changed only by resolution by a majority of the board of directors. We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in our control or management. Our directors may be removed for cause by the affirmative vote of the holders of at least 66 2 / 3 % of our voting stock.

Director Independence

        Our board of directors has undertaken a review of the independence of the directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning such director's background, employment and affiliations, including family relationships, our board of directors determined that Ms. Cochran and Messrs. Ryan, Botha, Hazard, Killalea and McMahon, representing six of our eight directors, are "independent directors" as defined under current rules and regulations of the SEC and the listing standards of the NASDAQ Global Market, or the NASDAQ. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the transactions involving them described in "Certain Relationships and Related Party Transactions."

Board Committees

        Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee in connection with this offering, each of which has the composition and responsibilities described below. From time to time, our board of directors may establish other committees to facilitate the management of our business.

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    Audit Committee

        Upon the closing of this offering, our audit committee will consist of three directors, Ms. Cochran and Messrs. Botha and Hazard. Our board of directors has determined that Ms. Cochran and Messrs. Botha and Hazard satisfy the independence requirements for audit committee members under the listing standards of the NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Each member of our audit committee meets the financial literacy requirements under the rules and regulations of the NASDAQ and the SEC. Ms. Cochran is the chairman of the audit committee, and our board of directors has determined that she is an audit committee "financial expert" as defined by Item 407(d) of Regulation S-K under the Securities Act. The principal duties and responsibilities of our audit committee include, among other things:

    helping our board of directors oversee our corporate accounting and financial reporting processes, systems of internal control and financial statement audits;

    managing the selection, engagement terms, fees, qualifications, independence, and performance of a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

    discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

    developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

    reviewing our policies on risk assessment and risk management;

    reviewing related party transactions;

    obtaining and reviewing a report by the independent registered public accounting firm, at least annually, that describes its internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

    approving (or, as permitted, 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.

        Our audit committee will operate under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NASDAQ.

    Compensation Committee

        Upon the closing of this offering, our compensation committee will consist of three directors, Messrs. Killalea, McMahon and Ryan. Our board of directors has determined that each of the compensation committee members is a non-employee member of our board of directors as defined in Rule 16b-3 under the Exchange Act and an outside director as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. Mr. Ryan will be the chairman of the compensation committee. The composition of our compensation committee meets the requirements for independence under the current listing standards of the NASDAQ and current SEC rules and regulations. The principal duties and responsibilities of our compensation committee include, among other things:

    reviewing and approving, or recommending that our board of directors approve, the compensatory arrangements of our executive officers and other senior management;

    reviewing and recommending to our board of directors the compensation of our directors;

    administering our stock and equity incentive plans;

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    reviewing, adopting, amending or terminating and approving incentive compensation and equity plans and other benefit programs; and

    reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy.

        Our compensation committee will operate under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NASDAQ.

    Nominating and Corporate Governance Committee

        Upon the closing of this offering, our nominating and corporate governance committee will consist of three directors, Messrs. Killalea, McMahon and Ryan. Mr. Killalea will be the chairman of the nominating and corporate governance committee. The composition of our nominating and governance committee meets the requirements for independence under the current listing standards of the NASDAQ and current SEC rules and regulations. The nominating and corporate governance committee's responsibilities include, among other things:

    identifying and evaluating candidates, including the nomination of incumbent directors for reelection and nominees recommended by stockholders, to serve on our board of directors;

    reviewing the performance of our board of directors, including committees of the board of directors, and management;

    considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

    instituting plans or programs for the continuing education of directors and orientation of new directors; and

    developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

        Our nominating and governance committee will operate under a written charter that satisfies the applicable rules of the SEC and the listing standards of the NASDAQ.

Code of Conduct

        We have adopted an amended and restated Code of Conduct, applicable to all of our employees, executive officers and directors. The Code of Conduct will be available on our website at www.mongodb.com. The nominating and corporate governance committee of our board of directors will be responsible for overseeing the Code of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website (www.mongodb.com), as required by applicable law or the listing standards of the NASDAQ. The inclusion of our website address in this prospectus does not include or incorporate by reference into this prospectus the information on or accessible through our website.

Compensation Committee Interlocks and Insider Participation

        None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. None of the members of our compensation committee is an officer or employee of our company, nor have they ever been an officer or employee of our company.

Director Compensation

        Historically, we have provided equity-based compensation to our independent directors who are not employees or affiliated with our largest investors for the time and effort necessary to serve as a

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member of our board of directors. In addition, our non-employee directors are entitled to reimbursement of direct expenses incurred in connection with attending meetings of our board of directors or committees thereof.

        The following table sets forth information regarding the compensation earned for service on our board of directors during the year ended January 31, 2017 by our directors who were not also our named executive officers. Dev Ittycheria, our President and Chief Executive Officer, and Eliot Horowitz, our Chief Technology Officer and co-founder, are also members of our board of directors, but did not receive any additional compensation for service as a director. Mr. Ittycheria's compensation as a named executive officer is set forth below under "Executive Compensation—Summary Compensation Table for Fiscal Year Ended January 31, 2017." Mr. Horowitz is not a named executive officer for the fiscal year ended January 31, 2017.

Name
  Fees Earned or
Paid in Cash ($)
  Option Awards
($) (1)(2)
  Total ($)  

Kevin P. Ryan

             

Roelof Botha

             

Hope Cochran

        168,610     168,610  

Charles M. Hazard, Jr. 

             

Eliot Horowitz

             

Tom Killalea

        84,920 (3)   84,920  

John McMahon

        149,380     149,380  

(1)
This column reflects the full grant date fair value of options granted during the year measured pursuant to ASC 718, the basis for computing stock-based compensation in our consolidated financial statements. Unlike the calculations contained in our consolidated financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the director will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions we used in valuing options are described in note 9 to our consolidated financial statements included elsewhere in this prospectus.

(2)
The table below shows the aggregate number of option awards outstanding, and granted for such individual's service as a director, for each of our directors who is not a named executive officer as of January 31, 2017:
Name
  Option Awards (#) (a)  

Kevin P. Ryan

     

Roelof Botha

     

Hope Cochran

    50,000 (b)

Charles M. Hazard, Jr. 

     

Eliot Horowitz

     

Tom Killalea

    50,000 (c)

John McMahon

    50,000 (d)

(a)
All options in this table are exercisable immediately upon the date of grant, subject to a repurchase right in our favor that lapses in accordance with the options' respective vesting schedules.

(b)
25% of the shares of Class A common stock underlying this option vest on December 7, 2017, with the remainder vesting in 36 equal monthly installments thereafter, subject to the director's continuous service through each such vesting date. This option was granted under the 2016 Plan (as defined herein).

(c)
25% of the shares of Class B common stock underlying this option vested on December 3, 2016, with the remainder vesting in 36 equal monthly installments thereafter, subject to the director's continuous service through each such vesting date. This option was granted under the 2008 Plan (as defined herein).

(d)
25% of the shares of Class B common stock underlying this option vest on October 5, 2017, with the remainder vesting in 36 equal monthly installments thereafter, subject to the director's continuous service through each such vesting date. This option was granted under the 2008 Plan.
(3)
This amount reflects the incremental fair value attributable to the modification of an option previously granted to this director. The exercise price of this previously granted option was reduced in April 2016 from $17.36 to $6.50.

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Non-Employee Director Compensation Policy

        Our board of directors, upon the recommendation of our compensation committee, approved a policy for the compensation of our non-employee directors, effective upon the closing of this offering. This policy is intended to fairly compensate our non-employee directors for the time and effort necessary to serve as a member of our board of directors. Our non-employee directors will receive compensation in the form of equity and cash, as described below:

        Equity Compensation.     Following the closing of this offering, our non-employee directors will be eligible to receive restricted stock unit awards as follows:

    Initial Equity Grant.   Each non-employee director elected following the closing of this offering will be eligible to receive a restricted stock unit award having a grant date fair value equal to $330,000, computed in accordance with FASB ASC Topic 718, which we refer to as the Initial Grant. The shares underlying the Initial Grant will typically vest in a series of three equal annual installments on each anniversary of the date of grant, subject to the director's continued service through each vesting date. In the event of the termination of a director's service on our board of directors in connection with a change in control (as defined in our 2016 Equity Incentive Plan), any unvested shares underlying the Initial Grant will fully vest and become exercisable as of the effective date of such termination.

    Annual Equity Grant.   On an annual basis, each then-current, non-employee director will be eligible to receive a restricted stock unit award having a grant date fair value equal to $165,000, computed in accordance with FASB ASC Topic 718, which we refer to as the Annual Grant. All of the shares underlying each Annual Grant will typically vest on the first anniversary of the date of grant, subject to the director's continued service through the vesting date. In the event of the termination of a director's service on our board of directors in connection with a change in control, any unvested shares underlying the Annual Grant will fully vest and become exercisable as of the effective date of such termination. Directors elected following the closing of this offering will not be granted an Annual Grant during their first year of service.

        Cash Compensation.     Following the closing of this offering, each non-employee director will be eligible to receive receive an annual fee of $30,000 in cash for serving on our board of directors. A non-employee director who serves as non-executive chairman of our board of directors will receive an additional annual cash fee of $20,000 for serving in that role. The chairman and other members of the three standing committees of our board of directors will be entitled to the following additional annual cash fees:

Board Committee
  Chairman Fee   Other
Member Fee
 

Audit Committee

  $ 20,000   $ 8,000  

Compensation Committee

  $ 12,000   $ 5,000  

Nominating and Corporate Governance Committee

  $ 7,500   $ 4,000  

        All cash compensation will be payable in equal quarterly installments, payable in arrears, on the last day of each fiscal quarter for which the board service occurred, pro-rated based on the days served in the applicable fiscal quarter. In the discretion of our board of directors, the cash compensation under this policy may be paid in fully vested shares of common stock that have a grant date fair value equal to the applicable dollar amount described above, computed in accordance with FASB ASC Topic 718.

        We also reimburse our directors for reasonable out-of-pocket and travel expenses in connection with their attendance at board and committee meetings.

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EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal Year Ended January 31, 2017

        The following table sets forth information regarding compensation earned with respect to the fiscal year ended January 31, 2017 by our principal executive officer and the next two most highly compensated executive officers for the fiscal year ended January 31, 2017, whom we refer to as our named executive officers for the fiscal year ended January 31, 2017.

Name and Principal Position
  Salary ($)   Option
Awards
($) (1)
  Non-Equity
Incentive Plan
Compensation ($) (2)
  Total ($)  

Dev Ittycheria

    400,000     5,280,870 (3)   230,400     5,911,270  

President and Chief Executive Officer

                         

Carlos Delatorre

   
250,000
   
1,242,937

(4)
 
289,150
   
1,782,087
 

Chief Revenue Officer

                         

Michael Gordon

   
300,000
   
1,358,478

(5)
 
115,200
   
1,773,678
 

Chief Financial Officer

                         

(1)
This column reflects the full grant date fair value of options granted during the year measured pursuant to Financial Accounting Standards Board Accounting Standards Codification Topic 718 (ASC 718), the basis for computing stock-based compensation in our consolidated financial statements. Unlike the calculations contained in our consolidated financial statements, this calculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the named executive officer will perform the requisite service for the award to vest in full as required by SEC rules. The assumptions we used in valuing options are described in note 9 to our consolidated financial statements included in this prospectus.

(2)
See "—Bonus and Variable Compensation Plans" for a description of the material terms of the plans pursuant to which this compensation was awarded.

(3)
This amount includes $3,100,920 of incremental fair value attributable to the modification of options previously granted to this executive officer. The exercise price of these previously granted options was reduced in April 2016 from $15.66 to $6.50

(4)
This amount includes $661,617 of incremental fair value attributable to the modification of options previously granted to this executive officer. The exercise price of these previously granted options was reduced in April 2016 from $16.24 to $6.50.

(5)
This amount includes $766,478 of incremental fair value attributable to the modification of options previously granted to this executive officer. The exercise price of these previously granted options was reduced in April 2016 from $16.98 to $6.50.

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Outstanding Equity Awards as of January 31, 2017

        The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of January 31, 2017.

 
   
  Option awards (1)  
 
   
  Number of Securities
Underlying Unexercised
Options (#)
   
   
 
 
   
  Option
Exercise
Price ($) (3)
  Option
Expiration
Date
 
Name
  Grant Date (2)   Vested   Unvested (3)(4)  

Dev Ittycheria

    9/12/2014     63,855         6.50     09/12/2024  

    9/12/2014     932,681     787,500 (5)   6.50     09/12/2024  

    9/12/2014     112,500     87,500 (6)   6.50     09/12/2024  

    04/13/2016         750,000 (7)   6.50     04/13/2026  

Carlos Delatorre

    12/4/2014     214,005     196,886 (8)   6.50     12/04/2024  

    04/13/2016         200,000 (7)   6.50     04/13/2026  

Michael Gordon

    7/15/2015     122,072     286,787 (9)   6.50     07/15/2025  

    04/13/2016         200,000 (10)   6.50     04/13/2026  

(1)
All option awards listed in this table were granted pursuant to our 2008 Stock Plan, the terms of which are described below under "—Equity Incentive Plans—2008 Stock Plan."

(2)
On April 13, 2016, we amended the exercise prices of all of our outstanding option awards previously granted at an exercise price greater than $6.50 to $6.50.

(3)
All of the option awards listed in this column are immediately exercisable, subject to a repurchase right in our favor which lapses in accordance with the respective option vesting schedules.

(4)
All unvested shares of Class B common stock underlying the option awards listed in this column will accelerate and vest in full upon a change of control of MongoDB if the executive officer is terminated without cause or resigns for good reason (as such terms are described in the executive officer's offer letter) within 12 months following such change of control.

(5)
370,181 shares of Class B common stock underlying this option vested on October 1, 2015, with 37,500 shares of Class B common stock vesting each month thereafter, subject to the executive officer's continuous service through each such vesting date.

(6)
25% of the shares of Class B common stock underlying this option vested on October 1, 2015, with the remainder vesting in 36 equal monthly installments thereafter, subject to the executive officer's continuous service through each such vesting date.

(7)
The shares of Class B common stock underlying this option will vest in 36 equal monthly installments beginning on May 13, 2018.

(8)
25% of the shares of Class B common stock underlying this option vested on December 4, 2015, with the remainder vesting in 36 equal monthly installments thereafter, subject to the executive officer's continuous service through each such vesting date.

(9)
25% of the shares of Class B common stock underlying this option vested on July 6, 2016, with the remainder vesting in 36 equal monthly installments thereafter, subject to the executive officer's continuous service through each such vesting date.

(10)
16,666 shares of Class B common stock underlying this option vest in equal monthly installments from April 13, 2018 to April 13, 2019, 79,167 shares of Class B common stock underlying this option vest in equal monthly installments from April 13, 2019 to April 13, 2020 and 104,167 shares of Class B common stock underlying this option vest in equal monthly installments from April 13, 2020 to April 13, 2021.

        We may in the future, on an annual basis or otherwise, grant additional equity awards to our executive officers pursuant to our 2016 Equity Incentive Plan, as amended, or the 2016 Plan, the terms of which are described below under "—Equity Incentive Plans—2016 Equity Incentive Plan."

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Executive Offer Letters and Arrangements

        The terms and conditions of employment for each of our named executive officers are set forth in written offer letters, the terms of which are described below. Each of our named executive officers has also executed our standard form of invention assignment, confidentiality and arbitration agreement. Any potential payments and benefits due upon a termination of employment or a change of control of us are further described below under the heading "—Potential Payments and Benefits Upon Termination or Change of Control."

Dev Ittycheria

        We entered into an amended and restated offer letter with Dev Ittycheria, our President and Chief Executive Officer, dated September 29, 2017, which sets forth the terms and conditions of his employment with us. Mr. Ittycheria's current base salary is $400,000 per year. Mr. Ittycheria is also eligible to receive an annual target bonus of up to $200,000 pursuant to our bonus plan. Mr. Ittycheria's employment is at will and may be terminated at any time, with or without cause.

Carlos Delatorre

        We entered into an amended and restated offer letter with Carlos Delatorre, our Chief Revenue Officer dated September 29, 2017, which sets forth the terms and conditions of his employment with us. Mr. Delatorre's current base salary is $250,000 per year. Mr. Delatorre is also eligible to receive annual target sales compensation of up to $350,000 pursuant to our variable compensation plan. Mr. Delatorre's employment is at will and may be terminated at any time, with or without cause.

Michael Gordon

        We entered into an amended and restated offer letter with Michael Gordon, our Chief Financial Officer, dated September 29, 2017, which sets forth the terms and conditions of his employment with us. Mr. Gordon's current base salary is $325,000 per year. Mr. Gordon is also eligible to receive an annual target bonus of up to $150,000 pursuant to our bonus plan. Mr. Gordon's employment is at will and may be terminated at any time, with or without cause.

Potential Payments and Benefits upon Termination or Change in Control

        The amended and restated offer letter agreement with Mr. Ittycheria provides that, if we terminate Mr. Ittycheria for any reason other than for cause, death or disability, or if Mr. Ittycheria resigns his position with us for good reason (as such terms are defined in his offer letter), Mr. Ittycheria would be entitled to receive payment of his then-current base salary for a period of 12 months following his termination date in accordance with our regular payroll practices, and company-paid health insurance coverage for a period of 12 months following his termination date. In addition, if such termination or resignation occurs either in connection with, or within three months prior to or 12 months after, a change in control, Mr. Ittycheria would also be entitled to receive payment of his target bonus for a period of 12 months following his termination date and 100% acceleration of all then-unvested stock options held by Mr. Ittycheria.

        The amended and restated offer letter agreement with each of Mr. Delatorre and Mr. Gordon provides that if we terminate such executive officer for any reason other than for cause, death or disability, or such executive officer resigns his position with us for good reason (as such terms are defined in the executive officer's offer letter), such executive officer would be entitled to receive payment of such officer's then-current base salary for a period of six months following his termination date in accordance with our regular payroll practices, and company-paid health insurance coverage for a period of six months following the executive officer's termination date. In addition, in the event such termination or resignation occurs either in connection with, or within three months prior to or

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12 months after, a change in control, the executive officer would also be entitled to receive payment of his target bonus for a period of six months following his termination date and 100% acceleration of vesting of all then-unvested stock options held by such executive officer.

        Payment of any of the above-described severance benefits is conditioned on the executive officer's delivery and non-revocation of a general release of claims in our favor within 50 days after such executive officer's termination.

Bonus and Variable Compensation Plans

        In fiscal year 2017, certain of our executive officers were eligible to participate in our executive bonus plan. Our executive bonus plan is designed to motivate and reward executives for the attainment of company performance goals set by our compensation committee at the beginning of each fiscal year. Bonuses for fiscal year 2017 for Messrs. Ittycheria and Gordon were measured as of July 31, 2016 and January 31, 2017 and were paid in August 2016 with respect to attainment of company performance goals during the first half of fiscal year 2017 and in March 2017 with respect to attainment of company performance goals during the second half of fiscal year 2017. For fiscal year 2017, Messrs. Ittycheria and Gordon received aggregate bonus payments of $230,400 and $115,200, respectively, pursuant to the terms of our executive bonus plan.

        Certain of our executive officers will also be eligible to participate in this plan in fiscal year 2018. Pursuant to the fiscal year 2018 executive bonus plan, Mr. Ittycheria is eligible to receive a target bonus of $200,000 and Mr. Gordon is eligible to receive a target bonus of $150,000.

        In fiscal year 2017, Mr. Delatorre was eligible to participate in our sales variable compensation plan. Our sales variable compensation plan is designed to compensate executives for the attainment of sales targets set by our compensation committee at the beginning of each fiscal year. The variable compensation for fiscal year 2017 for Mr. Delatorre was measured and paid on a monthly basis based on attainment of the sales targets over the fiscal year. Mr. Delatorre received an aggregate variable compensation payment of $289,150 for fiscal year 2017 pursuant to the terms of our sales variable compensation plan. Pursuant to the fiscal year 2018 sales variable compensation plan, Mr. Delatorre is eligible to receive target sales compensation of $350,000.

Equity Incentive Plans

2016 Equity Incentive Plan

        Our board of directors adopted our 2016 Plan in December 2016 and our stockholders approved our 2016 Plan in January 2017. We have amended and restated our 2016 Plan in connection with this offering, effective upon the execution and delivery of the underwriting agreement related to this offering. All references herein to our 2016 Plan, shall be deemed to refer to our 2016 Plan, as amended and restated, unless context otherwise requires.

        Our 2016 Plan provides for the grant of incentive stock options, or ISOs, nonstatutory stock options, or NSOs, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other stock awards, or collectively, stock awards. ISOs may be granted only to our employees, including our officers, and the employees of our affiliates. All other awards may be granted to our employees, including our officers, our non-employee directors and consultants and the employees and consultants of our affiliates.

        Authorized Shares.     Initially, the aggregate number of shares of our Class A common stock that may be issued pursuant to stock awards under our 2016 Plan after the amendment to our 2016 Plan becomes effective is the sum of (1) 3,979,900 shares, plus (2) 3,942,295 shares reserved under the 2016 Plan prior to its amendment and restatement, plus (3) any shares subject to outstanding stock options or other stock awards that were granted under our 2008 Plan that are forfeited, terminated, expire or

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are otherwise not issued. Additionally, the number of shares of our Class A common stock reserved for issuance under our 2016 Plan will automatically increase on February 1 st  of each calendar year for ten years, starting on February 1, 2018 (assuming the 2016 Plan, as amended becomes effective in the calendar year ending December 31, 2017) and ending on and including February 1, 2027, in an amount equal to 5% of the total number of shares of our capital stock outstanding on December 31 of the prior calendar year, or a lesser number of shares determined by our board of directors. As of July 31, 2017, options to purchase 2,918,476 shares of Class A common stock, at exercise prices ranging from $7.58 to $11.18 per share, or a weighted-average exercise price of $8.95 per share, were outstanding under our 2016 Plan.

        Shares subject to stock awards granted under our 2016 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under our 2016 Plan. Additionally, shares become available for future grant under our 2016 Plan if they were issued under stock awards under our 2016 Plan if we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award.

        Plan Administration.     Our board of directors, or a duly authorized committee of our board of directors, will administer our 2016 Plan. Our board of directors may also delegate to one or more of our officers the authority to (i) designate employees (other than officers) to receive specified stock awards, and (ii) determine the number of shares subject to such stock awards. Under our 2016 Plan, our board of directors has the authority to determine and amend the terms of awards, including:

    recipients;

    the exercise, purchase or strike price of stock awards, if any;

    the number of shares subject to each stock award;

    the fair market value of a share of our Class A common stock;

    the vesting schedule applicable to the awards, together with any vesting acceleration; and

    the form of consideration, if any, payable upon exercise or settlement of the award.

        Under our 2016 Plan, our board of directors also generally has the authority to effect, with the consent of any adversely affected participant:

    the reduction of the exercise, purchase or strike price of any outstanding award;

    the cancellation of any outstanding stock award and the grant in substitution therefor of other awards, cash or other consideration; or

    any other action that is treated as a repricing under generally accepted accounting principles.

        Section 162(m) Limits.     At such time as necessary for compliance with Section 162(m) of the Code, no participant may be granted stock awards covering more than 2,250,000 shares of our Class A common stock under our 2016 Plan during any calendar year pursuant to stock options, stock appreciation rights and other stock awards whose value is determined by reference to an increase over an exercise price or strike price of at least 100% of the fair market value of our Class A common stock on the date of grant. Additionally, under our 2016 Plan, in a calendar year, no participant may be granted a performance stock award covering more than 2,250,000 shares of our Class A common stock or a performance cash award having a maximum value in excess of $3,000,000 under our 2016 Plan. These limitations are designed to allow us to grant compensation that will not be subject to the $1,000,000 annual limitation on the income tax deductibility of compensation paid to a covered executive officer imposed by Section 162(m) of the Code.

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        Stock Options.     ISOs and NSOs are granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of our 2016 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our Class A common stock on the date of grant. Options granted under our 2016 Plan vest at the rate specified in the stock option agreement as determined by the plan administrator. The maximum number of shares of our Class A common stock that may be issued upon the exercise of ISOs under our 2016 Plan is equal to three times the aggregate number of shares initially reserved under the 2016 Plan.

        Restricted Stock Unit Awards.     Restricted stock unit awards are granted pursuant to restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to our board of directors and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited once the participant's continuous service ends for any reason.

        Restricted Stock Awards.     Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services to us or any other form of legal consideration (including future services) that may be acceptable to our board of directors and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant's service relationship with us ceases for any reason, we may receive any or all of the shares of Class A common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

        Stock Appreciation Rights.     Stock appreciation rights are granted pursuant to stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our Class A common stock on the date of grant. A stock appreciation right granted under our 2016 Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.

        Performance Awards.     Our 2016 Plan permits the grant of performance-based stock and cash awards that may qualify as performance-based compensation that is not subject to the $1,000,000 limitation on the income tax deductibility of compensation paid to a covered executive officer imposed by Section 162(m) of the Code. Our compensation committee may structure such awards so that the stock or cash will be issued or paid pursuant to such award only following the achievement of certain pre-established performance goals during a designated performance period.

        The performance goals that may be selected include one or more of the following: (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) earnings before interest, taxes, depreciation, amortization and legal settlements; (5) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (6) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (7) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (8) total stockholder return; (9) return on equity or average stockholder's equity; (10) return on assets, investment, or capital employed; (11) stock price; (12) margin (including gross margin); (13) income (before or after taxes);

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(14) operating income; (15) operating income after taxes; (16) pre-tax profit; (17) operating cash flow; (18) sales or revenue targets; (19) increases in revenues or product revenues; (20) expenses and cost reduction goals; (21) improvement in or attainment of working capital levels; (22) economic value added (or an equivalent metric); (23) market share; (24) cash flow; (25) cash flow per share; (26) share price performance; (27) debt reduction; (28) implementation or completion of projects or processes; (29) stockholders' equity; (30) capital expenditures; (31) debt levels; (32) operating profit or net operating profit; (33) workforce diversity; (34) growth of net income or operating income; (35) billings; (36) bookings; (37) employee retention; (38) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property; and (39) to the extent that an award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by our board of directors.

        The performance goals may be based on company-wide performance or performance of one or more business units, divisions, affiliates, or business segments, and may be either absolute or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by our board of directors or compensation committee (as applicable) (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, we will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of items that are "unusual" in nature or occur "infrequently" as determined under generally accepted accounting principles; (5) to exclude the dilutive effects of acquisitions or joint ventures; (6) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (7) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (8) to exclude the effects of stock-based compensation and the award of bonuses under our bonus plans; (9) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (10) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, our board of directors or compensation committee (as applicable) retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the performance goals and to define the manner of calculating the performance criteria our board of directors or compensation committee (as applicable) selects to use for such performance period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the award agreement or the written terms of a performance cash award.

        Other Stock Awards.     Our 2016 Plan administrator may grant other awards based in whole or in part by reference to our Class A common stock. Our 2016 Plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards.

        Changes to Capital Structure.     In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under our 2016 Plan, (2) the class and maximum number of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued upon the exercise of ISOs, (4) the class and maximum number of shares subject to stock awards that can be granted in a fiscal year (as established under our 2016 Plan pursuant to Section 162(m) of the Code), and (6) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

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        Corporate Transactions.     Our 2016 Plan provides that in the event of certain specified significant corporate transactions including: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of more than 50% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction and (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding prior to such transaction are converted or exchanged into other property by virtue of the transaction, each outstanding award will be treated as the plan administrator determines unless otherwise provided in an award agreement or other written agreement between us and the award holder. The administrator may take one of the following actions with respect to such awards:

    arrange for the assumption, continuation or substitution of a stock award by a successor corporation;

    arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;

    accelerate the vesting, in whole or in part, of the stock award and provide for its termination prior to the transaction;

    arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us; or

    cancel or arrange for the cancellation of the stock award before the transaction in exchange for a cash payment or no payment, as determined by our board of directors; or

    make a payment, in the form determined by our board of directors, equal to the excess, if any, of the value of the property the participant would have received on exercise of the awards before the transaction over any exercise price payable by the participant in connection with the exercise, multiplied by the number of shares subject to the stock award. Any escrow, holdback, earnout or similar provisions in the definitive agreement for the transaction may apply to such payment to the holder of a stock award to the same extent and in the same manner as such provisions apply to holders of our Class A common stock.

        The plan administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, in the same manner.

        In the event of a change in control, awards granted under our 2016 Plan will not receive automatic acceleration of vesting and/or exercisability, although this treatment may be provided for in an award agreement or in any other written agreement between us and the participant. Under our 2016 Plan, a change in control generally will be deemed to occur in the event: (1) the acquisition by any a person or company of more than 50% of the combined voting power of our then outstanding stock; (2) a merger, consolidation, or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined outstanding voting power of the surviving entity or the parent of the surviving entity; (3) a sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders; or (4) an unapproved change in the majority of our board of directors.

        Transferability.     A participant generally may not transfer stock awards under our 2016 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2016 Plan.

        Amendment or Termination.     Our board of directors has the authority to amend, suspend, or terminate our 2016 Plan, provided that such action does not materially impair the existing rights of any participant without such participant's written consent. Certain material amendments also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date our

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board of directors adopted our 2016 Plan. No stock awards may be granted under our 2016 Plan while it is suspended or after it is terminated.

2017 Employee Stock Purchase Plan

        Our board of directors adopted, and our stockholders approved, our 2017 Employee Stock Purchase Plan, or ESPP, in October 2017. The ESPP will become effective immediately on the execution and delivery of the underwriting agreement related to this offering. The purpose of the ESPP is to secure the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. The ESPP is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Code for U.S. employees. In addition, the ESPP authorizes grants of purchase rights that do not comply with Section 423 of the Code under a separate non-423 component. In particular, where such purchase rights are granted to employees who are employed or located outside the United States, our board of directors may adopt rules that are beyond the scope of Section 423 of the Code.

        Share Reserve.     Following this offering, the ESPP authorizes the issuance of 995,000 shares of our Class A common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The number of shares of our Class A common stock reserved for issuance will automatically increase on February 1st of each calendar year, beginning on February 1, 2018 (assuming the ESPP becomes effective in calendar year ending December 31, 2017) and ending on and including February 1, 2027, by the lesser of (1) 1% of the total number of shares of our capital stock outstanding on the last day of the calendar month before the date of the automatic increase, and (2) 995,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). As of the date hereof, no shares of our Class A common stock have been purchased under the ESPP.

        Administration.     Our board of directors has delegated its authority to administer the ESPP to our compensation committee. The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of our Class A common stock on specified dates during such offerings. Under the ESPP, we may specify offerings with durations of not more than 27 months, and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our Class A common stock will be purchased for employees participating in the offering. We currently intend to have six-month offerings with multiple six-month purchase periods per offering, except that the first purchase period under our first offering may be longer than six months, depending on the date on which the underwriting agreement relating to this offering becomes effective. An offering under the ESPP may be terminated under certain circumstances.

        Payroll Deductions.     Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15% of their earnings (as defined in the ESPP) for the purchase of our Class A common stock under the ESPP. Unless otherwise determined by our board of directors, Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is at least the lesser of (1) 85% of the fair market value of a share of our Class A common stock on the first date of an offering, or (2) 85% of the fair market value of a share of our Class A common stock on the date of purchase. For the initial offering, which we expect will commence on the execution and delivery of the underwriting agreement relating to this offering, the fair market value on the first day of the offering period will be the price at which shares of Class A common stock are first sold to the public.

        Limitations.     Employees may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by our board of directors, including: (1) being

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customarily employed for more than 20 hours per week, (2) being customarily employed for more than five months per calendar year, or (3) continuous employment with us or one of our affiliates for a period of time (not to exceed two years). No employee may purchase shares under the ESPP at a rate in excess of U.S. $25,000 worth of our Class A common stock based on the fair market value per share of our Class A common stock at the beginning of an offering for each year such a purchase right is outstanding and the maximum number of shares an employee may purchase during a single purchase period is 2,500. Finally, no employee will be eligible for the grant of any purchase rights under the ESPP if immediately after such rights are granted, such employee has voting power over 5% or more of our outstanding capital stock measured by vote or value under Section 424(d) of the Code.

        Changes to Capital Structure.     In the event that there occurs a change in our capital structure through such actions as a stock split, merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or similar transaction, the board of directors will make appropriate adjustments to: (1) the number of shares reserved under the ESPP, (2) the maximum number of shares by which the share reserve may increase automatically each year, (3) the number of shares and purchase price of all outstanding purchase rights, and (4) the number of shares that are subject to purchase limits under ongoing offerings.

        Corporate Transactions.     In the event of certain significant corporate transactions, including: (1) a sale of all or substantially all of our assets, (2) the sale or disposition of 90% of our outstanding securities, (3) the consummation of a merger or consolidation where we do not survive the transaction, and (4) the consummation of a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction, any then-outstanding rights to purchase our stock under the ESPP may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue, or substitute for such purchase rights, then the participants' accumulated payroll contributions will be used to purchase shares of our common stock within 10 business days before such corporate transaction, and such purchase rights will terminate immediately.

        ESPP Amendment or Termination.     Our board of directors has the authority to amend or terminate our ESPP, provided that except in certain circumstances such amendment or termination may not materially impair any outstanding purchase rights without the holder's consent. We will obtain stockholder approval of any amendment to our ESPP as required by applicable law or listing requirements.

2008 Stock Plan

        General.     Our board of directors adopted and our stockholders approved our 2008 Stock Plan, or our 2008 Plan, in March 2008. We subsequently amended our 2008 Plan, with the most recent amendment occurring in April 2016, the purpose of which was to increase the number of shares available for issuance under our 2008 Plan. Our stockholders approved this recent amendment in April 2016. Our 2008 Plan was terminated in connection with our adoption of our 2016 Plan; however, awards outstanding under our 2008 Plan continue in full effect in accordance with their existing terms.

        Share Reserve.     We previously reserved 16,050,536 shares of our Class B common stock for issuance under our 2008 Plan. Upon the effectiveness of our 2016 Plan, no further stock awards could be awarded under our 2008 Plan. As of July 31, 2017, options to purchase 9,514,220 shares of Class B common stock, at exercise prices ranging from $0.39 to $16.66 per share, or a weighted-average exercise price of $6.43 per share, were outstanding under our 2008 Plan.

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        Administration.     Our board of directors has administered our 2008 Plan since its adoption, however, following this offering, the compensation committee of our board of directors will generally administer our 2008 Plan. Our board of directors has full authority and discretion to take any actions it deems necessary or advisable for the administration of our 2008 Plan. Our board of directors may modify, extend or renew outstanding options or may accept the cancellation of outstanding options (whether granted by us or another issuer) in return for the grant of new options for the same or a different number of shares and at the same or a different exercise price.

        Types of Awards.     Our 2008 Plan provides for both the award or sale of shares of our Class B common stock and for the grant of incentive stock options and nonstatutory stock options to purchase shares of our Class B common stock to employees, non-employee members of our board of directors and consultants.

        Options.     The exercise price of options granted under our 2008 Plan may not be less than 100% of the fair market value of our Class A common stock on the grant date. Options expire at the time determined by the administrator, but in no event more than ten years after they are granted, and generally expire earlier if the optionee's service terminates.

        Corporate Transactions.     In the event that we are a party to a merger or consolidation, shares acquired under our 2008 Plan will be subject to the agreement of merger or consolidation, which agreement need not treat all options in an identical manner. Such agreement may provide for one or more of the following with respect to outstanding options, in each case without an optionee's consent:

    the continuation of the outstanding options by the Company, if the Company is a surviving corporation;

    the assumption of our 2008 Plan and outstanding options by the surviving corporation or its parent;

    the substitution by the surviving corporation or its parent of options with substantially the same terms for outstanding options

    immediate exercisability of outstanding options followed by the cancellation of such options; or

    settlement of the full value of the outstanding options (whether or not then exercisable) in cash or cash equivalents followed by the cancellation of such options.

        Changes in Capitalization.     In the event of a subdivision of our outstanding stock, a declaration of a dividend payable in shares, a declaration of an extraordinary dividend payable in a form other than shares in an amount that has a material effect on the fair market value of our Class B common stock, a combination or consolidation of our outstanding Class B common stock into a lesser number of shares, a recapitalization, a spin-off, a reclassification, or a similar occurrence, our board of directors will make appropriate adjustments to one or more of the following: (i) the number of shares available for future awards under our 2008 Plan, (ii) the number of shares covered by each outstanding option, (iii) the exercise price under each outstanding option; and (iv) the price of shares subject to our repurchase.

        Transferability.     A participant may not transfer stock awards under our 2008 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2008 Plan.

        Plan Amendment or Termination.     Our board of directors has the authority to amend, suspend or terminate our 2008 Plan, provided that such action is approved by our stockholders to the extent stockholder approval is necessary and that such action does not impair the existing rights of any participant without such participant's written consent. As described above, our 2008 Plan terminated upon the effective date of our 2016 Plan.

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2016 China Stock Appreciation Rights Plan

        General.     Our board of directors adopted and our stockholders approved our China 2016 Stock Appreciations Right Plan, or our Stock Appreciation Rights Plan, in April 2016.

        Administration.     Our board of directors has administered our Stock Appreciation Rights Plan since its adoption, however, following this offering, the compensation committee of our board of directors will generally administer our Stock Appreciation Rights Plan. Our board of directors may also delegate to one or more of our officers the authority to act on behalf of us with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company under our Stock Appreciation Rights Plan. Under our Stock Appreciation Rights Plan, our board of directors has the authority to:

    determine the persons to whom, and the time or times at which, awards will be granted;

    determine the terms, conditions and restrictions applicable to each award (which need not be identical);

    approve one or more forms of award agreement;

    amend, modify, extend, cancel or renew any award or to waive any restrictions or conditions applicable to any award;

    accelerate, continue, extend or defer the exercisability of any award;

    prescribe, amend or rescind rules, guidelines and policies relating to the plan or to adopt supplements to, or alternative versions of the plan; and

    correct any defect, supply any omission or reconcile any inconsistency in the plan or any award agreement and to make all other determinations and take such other actions with respect to the plan as the board of directors may deem advisable.

        Type of Awards.     Our Stock Appreciation Rights Plan provides for the award of rights to participants to receive a payment of cash of an amount equal to the excess, if any, of the fair market value of our common stock determined as of the date on which the award is exercised or deemed exercised over the strike price established by our board of directors and set forth in a participant's award agreement. Unless otherwise specified by our board of directors in the grant of an award, each award under our Stock Appreciation Rights Plan will have a strike price equal to 100% of the fair market value of our common stock on the grant date.

        Eligibility.     Employees, non-employee members of our board of directors and consultants are eligible to participate in our Stock Appreciation Rights Plan.

        Change in Control.     In the event of a change in control, our board of directors may take the following actions: (1) provide in any award agreement or take such actions to provide for acceleration of the exercisability and vesting of any or all outstanding awards and shares acquired upon the exercise of awards upon such conditions, including termination of a participant's service prior to, upon, or following such change in control; and (2) without the consent of a participant, determine that, upon the occurrence of a change in control, each or any award outstanding immediately prior the change in control shall be canceled in exchange for a payment with respect to each vested award (and each unvested award, if so determined by the board of directors) of our common stock subject to such canceled award in cash in an amount equal to the excess of the fair market value of the consideration to be paid per share of our common stock in the change in control over the strike price per share under such award (the spread). In addition, in the event of a change in control, the surviving, continuing, successor, or purchasing corporation, as applicable, may, without the consent of any participant, either assume or continue our rights and obligations under each or any award or portion

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thereof outstanding immediately prior to the change in control or substitute for each or any outstanding award or portion thereof a substantially equivalent award based upon our acquiror's stock.

        Under our Stock Appreciation Rights Plan, a change in control generally will be deemed to occur in the event of: (1) a direct or indirect sale or exchange by our stockholders of more than 50% of our voting stock; (2) a merger or consolidation in which we are a party and following which our stockholders immediately before the transaction do not retain, directly or indirectly, more than 50% of the total combined outstanding voting power of our capital stock; (3) the sale, exchange or transfer of more than 50% by value of our assets; or (4) our liquidation or dissolution.

        Changes in Capitalization.     In the event of certain specified changes in our common stock, such as a merger, consolidation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock dividend, or other like change in our capital structure or distribution (other than normal cash dividends) to our shareholders, appropriate adjustments will be made in each of (1) the number of rights covered by each outstanding award, (2) the class of shares to which a right relates; and (3) the strike price of each award in order to prevent dilution or enlargement of a participant's rights under our Stock Appreciation Rights Plan.

        Transferability.     A participant may not transfer awards under our Stock Appreciation Rights Plan other than by will, the laws of descent and distribution, or as otherwise provided under our Stock Appreciation Rights Plan.

        Plan Amendment or Termination.     Our board of directors has the authority to amend, suspend or terminate our Stock Appreciation Rights Plan at any time, provided that there will be no amendment of our Stock Appreciation Rights Plan that would require approval of our stockholders under any applicable law, regulation or rule including the rules of any stock exchange or market system upon which our common stock may then be listed without such required approval. In addition, except as otherwise provided in our Stock Appreciation Rights Plan, no amendment, suspension or termination of our Stock Appreciation Rights Plan may adversely affect any then outstanding right without the consent of the participant. No rights may be granted after the tenth anniversary of the date our board of directors adopted our Stock Appreciation Rights Plan.

401(k) Plan

        We maintain a defined contribution retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees may defer eligible compensation on a pre-tax basis, up to the statutorily prescribed annual limits on contributions under the Code. We have the ability to make discretionary contributions to the 401(k) plan. Employee contributions are allocated to each participant's individual account and are then invested in selected investment alternatives according to the participant's directions. Employees are immediately and fully vested in their contributions. The vesting of contributions we make is tied to years of service with our contributions being fully vested after four years of service. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan's related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Limitations on Liability and Indemnification Matters

        Upon the closing of this offering, our amended and restated certificate of incorporation will contain provisions that limit the liability of our current and former directors for monetary damages to the fullest extent permitted by Delaware law. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for any breach of fiduciary duties as directors, except liability for:

    any breach of the director's duty of loyalty to the corporation or its stockholders;

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    any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

    unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

    any transaction from which the director derived an improper personal benefit.

        This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

        Our amended and restated certificate of incorporation to be in effect upon the closing of this offering will provide that we are authorized to indemnify our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws to be in effect upon the closing of this offering will provide that we are required to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. Our amended and restated bylaws will also provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director or executive officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. Our amended and restated bylaws will also provide our board of directors with discretion to indemnify our other officers and employees when determined appropriate by our board of directors. We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by the board of directors. With certain exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain customary 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 to be in effect upon the closing of this offering may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

Rule 10b5-1 Sales Plans

        Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our Class A common stock (including Class A common stock issuable upon conversion of Class B common stock held by them) on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. The director or executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information subject to compliance with the terms of our insider trading policy. Prior to 180 days after the date of this offering, subject to early termination, the sale of any shares under such plan would be subject to the lock-up agreement that the director or executive officer has entered into with the underwriters.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

        The following is a summary of transactions since February 1, 2014 to which we have been a participant in which the amount involved exceeded or will exceed $120,000, and in which any of our then directors, executive officers or holders of more than 5% of any class of our capital stock at the time of such transaction, or any members of their immediate family, had or will have a direct or indirect material interest.

Series F Redeemable Convertible Preferred Stock Financing

        In December 2014, we sold 4,783,506 shares of our Series F redeemable convertible preferred stock to nine accredited investors at a price of $16.724127 per share, for aggregate proceeds of approximately $80.0 million. The following table summarizes the purchases of shares of our Series F redeemable convertible preferred stock by our directors, executive officers and holders of more than 5% of any class of our capital stock:

Related Party
  Shares of Series F
Preferred Stock (#)

New Enterprise Associates 14, Limited Partnership (1)

  298,969

(1)
For additional information regarding the beneficial ownership of these shares, see footnote (5) to the beneficial ownership table set forth in the section titled "Principal Stockholders."

Investors' Rights, Voting and Right of First Refusal and Co-Sale Agreements

        In connection with our redeemable convertible preferred stock financings, we entered into investors' rights, voting and right of first refusal and co-sale agreements containing registration rights, information rights, voting rights and rights of first refusal, among other things, with certain holders of our redeemable convertible preferred stock and certain holders of our Class B common stock. The parties to each of these agreements include Kevin P. Ryan, a member of our board of directors, Eliot Horowitz, our Chief Technology Officer and a member of our board of directors, and the following holders of more than 5% of our capital stock: Dwight Merriman, Future Fund Investment Company No. 4 Pty Ltd., Union Square Ventures 2008, L.P. and entities affiliated with Sequoia Capital, Flybridge Capital and New Enterprise Associates. In addition, Dev Ittycheria, our President and Chief Executive Officer and a member of our board of directors, is a party to the voting agreement. Upon the closing of this offering, the voting agreement and right of first refusal and co-sale agreement will terminate. Our stockholders will continue to have the registration rights granted under the investors' rights agreement, as more fully described in "Description of Capital Stock—Registration Rights.

Employment Arrangements

        We have entered into employment agreements with certain of our executive officers. For more information regarding these agreements with our named executive officers, see "Executive Compensation—Employment Arrangements."

Stock Option Grants to Directors and Executive Officers

        We have granted stock options to certain of our directors and executive officers. For more information regarding the stock options and stock awards granted to our directors and named executive officers see "Management—Director Compensation" and "Executive Compensation."

Indemnification Agreements

        We plan to enter into indemnification agreements with each of our directors and executive officers in connection with this offering. The indemnification agreements and our amended and restated bylaws,

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each to be in effect upon the closing of this offering, require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law. For more information regarding these agreements, see "Executive Compensation—Limitations on Liability and Indemnification Matters."

Related Person Transaction Policy

        Prior to this offering, we have not had a formal policy regarding approval of transactions with related parties. We have adopted a written related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. The policy will become effective immediately upon the execution of the underwriting agreement for this offering. For purposes of our policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related person are, were or will be participants and in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

        Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our management must present information regarding the related person transaction to our audit committee, or, if audit committee approval would be inappropriate, to another independent body of our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related person transactions and to effectuate the terms of the policy.

        In addition, under our Code of Conduct, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

        In considering related person transactions, our audit committee, or other independent body of our board of directors, will take into account the relevant available facts and circumstances including, but not limited to:

    the risks, costs and benefits to us;

    the impact on a director's independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

    the availability of other sources for comparable services or products; and

    the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

        The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, or other independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our board of directors, determines in the good faith exercise of its discretion.

        All of the transactions described above were entered into prior to the adoption of the written policy, but all were approved by our board of directors considering similar factors to those described above.

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PRINCIPAL STOCKHOLDERS

        The following table sets forth the beneficial ownership of our common stock as of July 31, 2017 and as adjusted to reflect the sale of Class A common stock offered by us in this offering, for:

    each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Class A common stock or Class B common stock;

    each of our named executive officers;

    each of our directors; and

    all of our executive officers and directors as a group.

        The percentage ownership information shown in the table prior to this offering is based upon 68,199 shares of Class A common stock and 40,900,106 shares of Class B common stock outstanding as of July 31, 2017, after giving effect to the conversion of all outstanding shares of redeemable convertible preferred stock into an aggregate of 26,952,887 shares of our Class B common stock. The percentage ownership information shown in the table after this offering is based upon 8,068,199 shares of Class A common stock and 40,900,106 shares of Class B common stock outstanding as of July 31, 2017, assuming the sale of 8,000,000 shares of Class A common stock by us in the offering and no exercise of the underwriters' over-allotment option.

        We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable on or before September 29, 2017, which is 60 days after July 31, 2017. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

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        Except as otherwise noted below, the address for persons listed in the table is c/o MongoDB, Inc., 229 W. 43rd Street, 5th Floor, New York, NY 10036.

 
  Shares Beneficially Owned Prior to
this Offering
  Shares Beneficially Owned
Following this Offering
 
 
  Class A   Class B   % of
Total
Voting
Power†
   
   
  % of
Total
Voting
Power†
 
 
  Class A %   Class B %  
Name of Beneficial Owner
  Shares   %   Shares   %  

5% or greater stockholders:

                                                 

Entities affiliated with Sequoia Capital (1)

            6,906,822     16.9     16.9         16.9     16.6  

Entities affiliated with Flybridge Capital (2)

            4,734,340     11.6     11.6         11.6     11.4  

Union Square Ventures 2008, L.P. (3)

            3,952,405     9.7     9.7         9.7     9.5  

Dwight Merriman (4)

            3,190,155     7.8     7.8         7.8     7.7  

Entities affiliated with New Enterprise Associates (5)

            2,929,513     7.2     7.2         7.2     7.0  

Future Fund Investment Company No. 4 Pty Ltd (6)

            2,541,238     6.2     6.2         6.2     6.1  

Eliot Horowitz (7)

            2,411,324     5.8     5.8         5.8     5.8  

Named executive officers and directors:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Dev Ittycheria (8)

            2,750,000     6.3     6.3         6.3     6.6  

Carlos Delatorre (9)

            610,891     1.5     1.5         1.5     1.5  

Michael Gordon (10)

            658,859     1.6     1.6         1.6     1.6  

Kevin P. Ryan (11)

            2,983,905     7.3     7.3         7.3     7.2  

Roelof Botha (1)

            6,906,816     16.9     16.9         16.9     16.6  

Hope Cochran (12)

    50,000     42.3             *     *          

Charles M. Hazard, Jr. (2)

            4,734,335     11.6     11.6         11.6     11.4  

Tom Killalea (13)

            92,687     *     *         *     *  

John McMahon (14)

            60,750     *     *         *     *  

All current executive officers and directors as a group (11 persons) (15)

    50,000     42.3     21,677,703     47.1     47.2     *     47.1     52.0  

*
Represents beneficial ownership of less than 1%.

Represents the voting power with respect to all shares of our Class A common stock and Class B common stock, voting as a single class. Each share of Class A common stock will be entitled to one vote per share, and each share of Class B common stock will be entitled to ten votes per share. The Class A common stock and Class B common stock will vote together on all matters (including the election of directors) submitted to a vote of stockholders, except under limited circumstances described in "Description of Capital Stock—Class A Common Stock and Class B Common Stock—Voting Rights."

(1)
Consists of (a) 3,387,282 shares of Class B common stock held by Sequoia Capital U.S. Growth Fund IV, L.P., or SC USGF IV, (b) 2,977,085 shares of Class B common stock held by Sequoia Capital U.S. Venture 2010 Fund, LP, or SC USV 2010, (c) 327,158 shares of Class B common stock held by Sequoia Capital U.S. Venture 2010 Partners Fund (Q), LP, or SC USV 2010 PFQ, (d) 66,057 shares of Class B common stock held by Sequoia Capital U.S. Venture 2010 Partners Fund, LP, or SC USV 2010 PF and (e) 149,240 shares of Class B common stock held by Sequoia Capital USGF Principals Fund IV, L.P., or SC USGF PF IV. SC US (TTGP), Ltd. is the general partner of SCGF IV Management, L.P., which is the sole general partner of SC USGF IV and SC USGF PF IV, or collectively, the SC GFIV Funds. As a result, SC US (TTGP), Ltd. and SCGF IV Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC GFIV Funds. SC US (TTGP), Ltd. is the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of each of SC USV 2010, SC USV 2010 PF and SC USV 2010 PFQ, or collectively, the SC 2010 Funds. As a result, SC US (TTGP), Ltd. and SC U.S. Venture 2010 Management, L.P. may be deemed to share voting and dispositive power with respect to the shares held by the SC 2010 Funds. The address of each of these entities is 2800 Sand Hill Road, Suite 101, Menlo Park, California 94025.

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(2)
Consists of (a) 4,723,379 shares of Class B common stock held by Flybridge Capital Partners III, L.P., or Flybridge Capital, and (b) 10,961 shares of Class B common stock held by Flybridge Network Fund III, L.P., or Flybridge Network. Flybridge Capital Partners GP III, LLC, or Flybridge LLC, is the general partner of Flybridge Capital and Flybridge Network. The managing members of Flybridge LLC are Charles M. Hazard, Jr., David B. Aronoff and Jeffrey J. Bussgang and they share voting and dispositive power over the shares held by Flybridge Capital and Flybridge Network. The address of each of these entities is 31 St. James Avenue, 6th Floor, Boston, Massachusetts 02116.

(3)
Consists of 3,952,405 shares of Class B common stock held by Union Square Ventures 2008, L.P., or USV 2008. Union Square GP 2008, L.L.C., or USV GP, is the general partner of USV 2008 and has sole voting and investment power with regard to the shares held directly by USV 2008. Fred Wilson, Brad Burnham and Albert Wenger are the managing members of USV GP and, therefore, share voting and investment power with regard to the shares held directly by USV 2008. The address for USV 2008 is 915 Broadway, 19th Floor, New York, NY 10010.

(4)
Consists of (a) 1,965,739 shares of Class B common stock held by Dwight Merriman, (b) 206,250 shares of Class B common stock issuable upon the exercise of options and (c) 1,018,166 shares of Class B common stock held by The Dwight A. Merriman 2012 Trust for the benefit of his children.

(5)
Consists of (a) 2,928,185 shares of Class B common stock held by New Enterprise Associates 14, Limited Partnership, or NEA 14, and (b) 1,328 shares of Class B common stock held by NEA Ventures 2012, L.P., or Ven 2012. The shares directly held by NEA 14 are indirectly held by NEA Partners 14, L.P., or NEA Partners 14, the sole general partner of NEA 14, NEA 14 GP, LTD, or NEA 14 LTD, the sole general partner of NEA Partners 14 and each of the individual directors of NEA 14 LTD. The individual directors of NEA 14 LTD, collectively the NEA 14 Directors, are M. James Barrett, Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Patrick J. Kerins, David M. Mott, Scott D. Sandell, Peter Sonsini and Ravi Viswanathan. The shares directly held by Ven 2012 are indirectly held by Karen P. Welsh, the general partner of Ven 2012. NEA 14, NEA Partners 14 and NEA 14 LTD and the NEA 14 Directors share voting and dispositive power with regard to our securities directly held by NEA 14. Karen P. Welsh, the general partner of Ven 2012, shares voting and dispositive power with regard to our securities directly held by Ven 2012. The principal business address of NEA 14 and Ven 2012 is 1954 Greenspring Drive, Suite 600, Timonium, Maryland 21093.

(6)
Consists of 2,541,238 shares of Class B common stock held by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No. 4 Pty Ltd (ACN 134 338 908), or the Future Fund. The Future Fund is a wholly owned subsidiary of the Future Fund Board of Guardians. The principal business address of the Future Fund is Level 42, 120 Collins Street, Melbourne VIC 3000.

(7)
Consists of (a) 1,511,324 shares of Class B common stock held directly by Mr. Horowitz, (b) 375,000 shares of Class B common stock held by The ERH Family 2012 Trust for the benefit of his children and (c) 525,000 shares of Class B common stock issuable upon the exercise of an options.

(8)
Consists of (a) 15,964 shares of Class B common stock held directly by Mr. Ittycheria and (b) 2,734,036 shares of Class B common stock issuable upon the exercise of options.

(9)
Consists of 610,891 shares of Class B common stock issuable upon the exercise of options.

(10)
Consists of (a) 50,000 shares of Class B common stock held directly by Mr. Gordon and (b) 608,859 shares of Class B common stock issuable upon the exercise of options.

(11)
Consists of (a) 1,965,739 shares of Class B common stock held directly by Mr. Ryan and (b) 1,018,166 shares of Class B common stock held by The Kevin P. Ryan 2012 Trust for the benefit of his children.

(12)
Consists of 50,000 shares of Class A common stock issuable upon the exercise of an option.

(13)
Consists of (a) 42,687 shares of Class B common stock held directly by Mr. Killalea and (b) 50,000 shares of Class B common stock issuable upon the exercise of options.

(14)
Consists of (a) 10,750 shares of Class B common stock held directly by Mr. McMahon and (b) 50,000 shares of Class B common stock issuable upon the exercise of options.

(15)
Consists of (a) 50,000 shares of Class A common stock issuable upon the exercise of options, (b) 16,635,792 shares of Class B common stock and (c) 5,041,911 shares of Class B common stock issuable upon the exercise of options.

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DESCRIPTION OF CAPITAL STOCK

        The following descriptions of our capital stock, certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as each will be in effect upon the closing of this offering, and certain provisions of Delaware law are summaries. You should also refer to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

General

        Upon the closing of this offering, our amended and restated certificate of incorporation will provide for two classes of common stock: Class A common stock and Class B common stock.

        Upon the closing of this offering, our authorized capital stock will consist of 1,100,000,000 shares, all with a par value of $0.001 per share, of which:

    1,000,000,000 shares are designated as Class A common stock; and

    100,000,000 shares are designated as Class B common stock.

        As of July 31, 2017, after giving effect to the conversion of all outstanding shares of our redeemable convertible preferred stock into shares of Class B common stock in connection with the closing of this offering, there would have been outstanding:

    40,900,106 shares of Class B common stock held by 544 stockholders;

    9,637,822 shares of Class B common stock issuable upon exercise of outstanding options and outstanding warrants;

    68,199 shares of Class A common stock held by 35 stockholders; and

    2,918,476 shares of Class A common stock issuable upon exercise of outstanding options.

        Our shares of Class A common stock and Class B common stock are not redeemable and have no preemptive rights.

Class A Common Stock and Class B Common Stock

Voting Rights

        Holders of our Class A common stock and Class B common stock have identical rights, provided that, except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law, on any matter that is submitted to a vote of our stockholders, holders of our Class A common stock are entitled to one vote per share of Class A common stock and holders of our Class B common stock are entitled to ten votes per share of Class B common stock. Holders of shares of Class A common stock and Class B common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, except that there will be a separate vote of our Class A common stock and Class B common stock in the following circumstances:

    if we propose to treat the shares of a class of our common stock differently with respect to any dividend or distribution of cash, property or shares of our stock paid or distributed by us;

    if we propose to treat the shares of a class of our common stock differently with respect to any subdivision or combination of the shares of a class of our common stock; or

    if we propose to treat the shares of a class of our common stock differently in connection with a change in control with respect to any consideration into which the shares are converted or any consideration paid or otherwise distributed to our stockholders.

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        In addition, there will be a separate vote of our Class B common stock in order for us to, directly or indirectly, take action in the following circumstances:

    if we propose to amend, alter or repeal any provision of our amended and restated certificate of incorporation or our amended and restated bylaws that modifies the voting, conversion or other powers, preferences or other special rights or privileges or restrictions of the Class B common stock; or

    if we reclassify any outstanding shares of Class A common stock into shares having rights as to dividends or liquidation that are senior to the Class B common stock or the right to more than one vote for each share thereof.

        Upon the closing of this offering, under our amended and restated certificate of incorporation, we may not increase or decrease the authorized number of shares of Class A common stock or Class B common stock without the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Class A common stock and Class B common stock, voting together as a single class. In addition, we may not issue any shares of Class B common stock, unless that issuance is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class B common stock.

        We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

Economic Rights

        Except as otherwise expressly provided in our amended and restated certificate of incorporation or required by applicable law, shares of Class A common stock and Class B common stock will have the same rights and privileges and rank equally, share ratably and be identical in all respects as to all matters, including, without limitation, those described below unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the outstanding shares of the applicable class of common stock treated adversely, voting separately as a class.

        Dividends.     Any dividend or distribution paid or payable to the holders of shares of Class A common stock and Class B common stock shall be paid pro rata, on an equal priority, pari passu basis; provided, however, that if a dividend or distribution is paid in the form of Class A common stock or Class B common stock (or rights to acquire shares of Class A common stock or Class B common stock), then the holders of the Class A common stock shall receive Class A common stock (or rights to acquire shares of Class A common stock) and holders of Class B common stock shall receive Class B common stock (or rights to acquire shares of Class B common stock).

        Liquidation.     In the event of our liquidation, dissolution or winding-up, upon the completion of the distributions required with respect to any series of redeemable convertible preferred stock that may then be outstanding, our remaining assets legally available for distribution to stockholders shall be distributed on an equal priority, pro rata basis to the holders of Class A common stock and Class B common stock.

        Subdivisions and Combinations.     If we subdivide or combine in any manner outstanding shares of Class A common stock or Class B common stock, then the outstanding shares of all common stock will be subdivided or combined in the same proportion and manner.

        Change of Control Transaction.     In connection with any change of control, the holders of Class A common stock and Class B common stock will be treated equally and identically with respect to shares of Class A common stock or Class B common stock owned by them.

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Conversion

        Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. In addition, each share of Class B common stock will convert automatically into one share of Class A common stock upon (1) any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described in our amended and restated certificate of incorporation, including, without limitation, certain transfers for tax and estate planning purposes or (2) the death or disability, as defined in our amended and restated certificate of incorporation, of the Class B common stockholder (or nine months after the date of death or disability if the stockholder is one of our founders). In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of our then outstanding capital stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock, and no additional shares of Class B common stock will be issued.

Options

        As of July 31, 2017, options to purchase an aggregate of 9,514,220 shares of Class B common stock were outstanding under our 2008 Plan at a weighted-average exercise price of $6.43 per share and options to purchase an aggregate of 2,918,476 shares of Class A common stock were outstanding under our 2016 Plan at a weighted-average exercise price of $8.95 per share. For additional information regarding the terms of our 2008 Plan and our 2016 Plan, see "Executive Compensation—Equity Incentive Plans—2008 Stock Plan" and "—2016 Equity Incentive Plan," respectively.

Warrants

        As of July 31, 2017, warrants to acquire an aggregate of 123,602 shares of our Class B common stock were outstanding, after giving effect to the offering and the conversion of our outstanding redeemable convertible preferred stock warrants into Class B common stock warrants. The warrants are exercisable at a weighted-average exercise price of $5.85 per share.

        These warrants contain provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations.

Registration Rights

        After the closing of this offering, certain holders of the Class B common stock, including holders of the shares of our Class B common stock that will be issued upon conversion of our redeemable convertible preferred stock in connection with this offering, will be entitled to certain rights with respect to registration of such shares under the Securities Act pursuant to the terms of an investors' rights agreement. These shares are collectively referred to herein as registrable securities.

        The investors' rights agreement provides the holders of registrable securities with demand, piggyback and Form S-3 registration rights as described more fully below. As of July 31, 2017, after giving effect to the conversion of all outstanding shares of redeemable convertible preferred stock into shares of our Class B common stock in connection with the closing of the offering, there would have been an aggregate of 27,466,633 shares of Class B common stock that were entitled to demand and Form S-3 registration rights and 35,123,279 shares of Class B common stock that were entitled to piggyback registration rights.

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Demand Registration Rights

        At any time beginning 180 days after the effective date of the registration statement of which this prospectus forms a part, the holders of at least 30% of the registrable securities then outstanding have the right to make up to two demands that we file a registration statement under the Securities Act covering registrable securities then outstanding having an aggregate offering price, net of selling expenses, of at least $7.5 million, subject to specified exceptions.

Piggyback Registration Rights

        If we register any securities for public sale, the holders of our registrable securities then outstanding will each be entitled to notice of the registration and will have the right to include their shares in the registration statement.

        These piggyback registration rights are subject to specified conditions and limitations, including the right of the underwriters of any underwritten offering to limit the number of shares with registration rights to be included in the registration statement, but not below 30% of the total number of securities included in such registration.

Registration on Form S-3

        If we are eligible to file a registration statement on Form S-3, the holders of at least 30% of the registrable securities then outstanding have the right to demand that we file registration statements on Form S-3; provided, that the aggregate offering price, net of selling expenses, of the securities to be sold under the registration statement is at least $1.0 million. The right to have such shares registered on Form S-3 is further subject to other specified conditions and limitations.

Expenses of Registration

        We will pay all expenses relating to any demand, piggyback or Form S-3 registration, other than underwriting discounts and commissions, subject to specified conditions and limitations.

Termination of Registration Rights

        The registration rights will terminate five years following the closing of this offering and, with respect to any particular stockholder, when such stockholder holds less than 1% of our outstanding common stock and is able to sell all of its shares during a 90-day period pursuant to Rule 144 under the Securities Act.

Anti-Takeover Provisions

Anti-Takeover Statute

        We are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

    before such date, the board of directors of the corporation 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 began, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested

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      stockholder, those shares owned (1) by persons who are directors and also officers and (2) 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

    on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2 / 3 % of the outstanding voting stock that is not owned by the interested stockholder.

        In general, Section 203 defines a "business combination" to include the following:

    any merger or consolidation involving the corporation and the interested stockholder;

    any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

    subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

    any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

    the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits by or through the corporation.

        In general, Section 203 defines an "interested stockholder" as an entity or person who, together with the person's affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Anti-Takeover Effects of Certain Provisions of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to be in Effect Upon the Closing of this Offering

        Our amended and restated certificate of incorporation to be in effect upon the closing of this offering provides for a board of directors comprised of three classes of directors, with each class serving a three-year term beginning and ending in different years than those of the other two classes. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

        Because our stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of the Class A common stock and Class B common stock outstanding will be able to elect all of our directors. Our amended and restated certificate of incorporation provides for a two-class common stock structure, which provides our founders, current stockholders, executives and certain employees with significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.

        Our amended and restated certificate of incorporation and amended and restated bylaws will also provide that:

    prior to the date on which all shares of common stock convert into a single class, the authorized number of directors may be changed only by resolution of the stockholders and from and after the date on which all shares of common stock convert into a single class, the authorized number of directors may be changed only by resolution of the board of directors;

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    vacancies and newly created directorships on the board of directors may be filled (1) by a majority vote of the directors then serving on the board, even though less than a quorum, except as otherwise required by law or determined by the board, or (2) by the stockholders;

    stockholder action may be taken at a duly called meeting of stockholders or, prior to the date on which all shares of common stock convert into a single class, by written consent; and

    a special meeting of stockholders may be called by a majority of our whole board of directors, the chair of our board of directors, our chief executive officer or, prior to the date on which all shares of common stock convert into a single class, the holders of at least 10% of the total voting power of our Class A common stock and Class B common stock, voting together as a single class.

        The combination of these provisions will make it more difficult for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for another party to effect a change in management.

        These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.

Choice of Forum

        Our amended and restated certificate of incorporation 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. Several lawsuits have been filed in Delaware challenging the enforceability of similar choice of forum provisions, and it is possible that a court could determine such provisions are not enforceable.

        Our amended and restated certificate of incorporation 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

        The transfer agent and registrar for our Class A common stock and Class B common stock is American Stock Transfer & Trust Company, LLC. The transfer agent's address is 6201 15th Avenue, Brooklyn, NY 11219.

Listing

        We have applied to list our Class A common stock on the NASDAQ Global Market under the trading symbol "MDB."

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SHARES ELIGIBLE FOR FUTURE SALE

        Prior to this offering, no public market existed for our capital stock, and although we expect that our Class A common stock will be approved for listing on the NASDAQ Global Market, we cannot assure investors that there will be an active public market for our Class A common stock following this offering. We cannot predict what effect, if any, sales of our shares in the public market or the availability of shares for sale will have on the market price of our Class A common stock. Future sales of substantial amounts of Class A common stock in the public market, the availability of shares for future sale or the perception that such sales may occur, however, could adversely affect the market price of our Class A common stock and also could adversely affect our future ability to raise capital through the sale of our Class A common stock or other equity-related securities at times and prices we believe appropriate.

        Based on our shares outstanding as of July 31, 2017, upon the closing of this offering, 8,068,199 shares of our Class A common stock and 40,900,106 shares of our Class B common stock will be outstanding, or 9,268,199 shares of Class A common stock and 40,900,106 shares of our Class B common stock if the underwriters exercise their over-allotment option in full.

        All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except for any shares sold to our "affiliates," as that term is defined under Rule 144 under the Securities Act. The outstanding shares of Class B common stock held by existing stockholders are "restricted securities," as that term is defined in Rule 144 under the Securities Act. Restricted securities may be sold in the public market only if the offer and sale is registered under the Securities Act or if the offer and sale of those securities qualifies for exemption from registration, including exemptions provided by Rules 144 or 701 promulgated under the Securities Act.

        As a result of lock-up agreements and market standoff provisions described below and the provisions of Rules 144 and 701, shares of our common stock will be available for sale in the public market as follows:

    8,000,000 shares of our Class A common stock will be eligible for immediate sale upon the closing of this offering;

    1,339,639 shares of our Class B common stock, upon reclassification into shares of Class A common stock, will be eligible for immediate sale upon the closing of this offering, and are not subject to lock-up agreements or market standoff provisions described below; and

    approximately 68,199 shares of Class A common stock and 39,560,467 shares of our Class B common stock, upon reclassification into shares of Class A common stock, will be eligible for sale upon expiration of lock-up agreements and market standoff provisions described below, beginning 181 days after the date of this prospectus, subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144 and Rule 701.

        We may issue shares of our capital stock from time to time for a variety of corporate purposes, including in capital-raising activities through future public offerings or private placements, in connection with the exercise of stock options and warrants, vesting of restricted stock units and other issuances relating to our employee benefit plans and as consideration for future acquisitions, investments or other purposes. The number of shares of our capital stock that we may issue may be significant, depending on the events surrounding such issuances. In some cases, the shares we issue may be freely tradable without restriction or further registration under the Securities Act; in other cases, we may grant registration rights covering the shares issued in connection with these issuances, in which case the holders of the shares will have the right, under certain circumstances, to cause us to register any resale of such shares to the public.

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Rule 144

        In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliate of ours who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities without registration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.

Non-Affiliates

        Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale may sell an unlimited number of restricted securities under Rule 144 if:

    the restricted securities have been held for at least six months, including the holding period of any prior owner other than one of our affiliates;

    we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and

    we are current in our Exchange Act reporting at the time of sale.

        Any person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding, a sale and has held the restricted securities for at least one year, including the holding period of any prior owner other than one of our affiliates, will be entitled to sell an unlimited number of restricted securities without regard to the length of time we have been subject to Exchange Act periodic reporting or whether we are current in our Exchange Act reporting.

Affiliates

        Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to the restrictions described above. Sales of restricted or unrestricted shares of our common stock by affiliates are also subject to additional restrictions, by which such person would be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the following:

    1% of the number of shares of our Class A common stock then outstanding, which will equal approximately 80,000 shares immediately after the closing of this offering based on the number of shares outstanding as of July 31, 2017; or

    the average weekly trading volume of our Class A common stock on the NASDAQ Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Rule 701

        In general, under Rule 701, a person who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been one of our affiliates during the immediately preceding 90 days may sell these shares in reliance upon Rule 144, but without being required to comply with the holding period, notice, manner of sale, public information requirements or volume limitation provisions of Rule 144. Rule 701 also permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701, subject to the expiration of the lock-up agreements described below.

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Form S-8 Registration Statements

        As of July 31, 2017, options to purchase an aggregate of 2,918,476 shares of our Class A common stock and options to purchase an aggregate of 9,514,220 shares of our Class B common stock were outstanding. As soon as practicable after the closing of this offering, we intend to file with the SEC one or more registration statements on Form S-8 under the Securities Act to register the shares of our common stock that are issuable pursuant to our equity incentive plans, including pursuant to outstanding options. See "Executive Compensation—Equity Incentive Plans" for a description of our equity incentive plans. These registration statements will become effective immediately upon filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to vesting restrictions, any applicable lock-up agreements described below and Rule 144 limitations applicable to affiliates.

Lock-Up Agreements

        In connection with this offering, we, our directors and officers, and the holders of substantially all of our capital stock and securities convertible into our capital stock, have agreed, either by signing a lock-up or pursuant to covenants in their stock purchase agreements to sign a lock-up, subject to certain exceptions, not to offer, sell, or transfer any Class A common stock or securities convertible into or exchangeable for our Class A common stock for 180 days after the date of this prospectus without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc. on behalf of the underwriters.

        The agreements do not contain any pre-established conditions to the waiver by Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc. on behalf of the underwriters of any terms of the lock-up agreements. Any determination to release shares subject to the lock-up agreements would be based on a number of factors at the time of determination, including but not necessarily limited to the market price of the Class A common stock, the liquidity of the trading market for the Class A common stock, general market conditions, the number of shares proposed to be sold and the timing, purpose and terms of the proposed sale.

        In addition to the restrictions contained in the lock-up agreements described above, we have entered into agreements with certain of our security holders, including our investors' rights agreement and agreements governing our equity awards, that contain market stand-off provisions imposing restrictions on the ability of such security holders to offer, sell or transfer our equity securities for a period of 180 days following the date of this prospectus.

Registration Rights

        Upon the closing of this offering, the holders of 35,123,279 shares of our Class B common stock, including warrants to purchase such shares, or their transferees, will be entitled to certain rights with respect to the registration of the offer and sale of their shares under the Securities Act. Registration of the offer and sale of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See "Description of Capital Stock—Registration Rights" for additional information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

        The following is a general discussion of the material U.S. federal income tax considerations of the acquisition, ownership and disposition of our Class A common stock by "Non-U.S. Holders" (as defined below). This discussion is for general information purposes only and does not consider all aspects of U.S. federal income taxation that may be relevant to particular Non-U.S. Holders in light of their individual circumstances or to certain types of Non-U.S. Holders subject to special tax rules, including partnerships or other pass-through entities for U.S. federal income tax purposes, banks, financial institutions or other financial services entities, broker-dealers, insurance companies, tax-exempt organizations, pension plans, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, persons who use or are required to use mark-to-market accounting, persons that hold our shares as part of a "straddle," a "hedge", a "conversion transaction," "synthetic security", integrated investment or other risk reduction strategy, persons that have a "functional currency" other than the U.S. dollar, certain former citizens or permanent residents of the United States, persons who hold or receive shares of our Class A common stock pursuant to the exercise of an employee stock option or otherwise as compensation, persons that own or are deemed to own (directly, indirectly or constructively) more than 5% of our Class A common stock (except to the extent specifically set forth below), persons that own, or are deemed to own, our Class B common stock (and only to the extent of their ownership of our Class B common stock), or investors in pass-through entities (or entities that are treated as disregarded entities for U.S. federal income tax purposes). In addition, this discussion does not address the effects of any applicable gift or estate tax, the potential application of the alternative minimum tax, or any tax considerations that may apply to Non-U.S. Holders of our Class A common stock under state, local or non-U.S. tax laws and any other U.S. federal tax laws. In addition, this discussion does not take into account or address changes to United States tax law that may result from tax reforms that may be enacted in 2017 or thereafter.

        This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, and applicable Treasury Regulations promulgated thereunder and rulings, administrative pronouncements and judicial decisions that are issued and available as of the date of this registration statement, all of which are subject to change or differing interpretations at any time with possible retroactive effect. We have not sought, and will not seek, any ruling from the Internal Revenue Service, or the IRS, with respect to the tax consequences discussed herein, and there can be no assurance that the IRS will not take a position contrary to the tax consequences discussed below or that any position taken by the IRS would not be sustained. This discussion is limited to a Non-U.S. Holder who will hold our Class A common stock as a capital asset within the meaning of the Code (generally, property held for investment). For purposes of this discussion, the term "Non-U.S. Holder" means a beneficial owner of our Class A common stock that is not a partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes) and is not, for U.S. federal income tax purposes, any of the following:

    an individual who is a citizen or resident of the United States;

    a corporation (or other entity treated as a corporation) created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia;

    an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

    a trust if (1) a court within the United States can exercise primary supervision over the trust's administration and one or more U.S. persons have the authority to control all of the trust's substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

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        If a partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Class A common stock, the tax treatment of such partnership and a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our shares, you should consult your tax advisor regarding the tax consequences of the purchase, ownership, and disposition of our Class A common stock.

         THIS SUMMARY IS NOT INTENDED TO BE TAX ADVICE. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF OUR CLASS A COMMON STOCK, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS AND ANY OTHER U.S. FEDERAL TAX LAWS.

Distributions on Our Class A Common Stock

        In general, subject to the discussions below under the headings "Information Reporting and Backup Withholding" and "Foreign Accounts," distributions, if any, paid on our Class A common stock to a Non-U.S. Holder (to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles) will constitute dividends and be subject to U.S. withholding tax at a rate equal to 30% of the gross amount of the dividend, or a lower rate prescribed by an applicable income tax treaty, unless the dividends are effectively connected with a trade or business carried on by the Non-U.S. Holder within the United States. Any distribution not constituting a dividend (because such distribution exceeds our current and accumulated earnings and profits) will be treated first as reducing the Non-U.S. Holder's basis in its shares of our Class A common stock, but not below zero, and to the extent it exceeds the Non-U.S. Holder's basis, as capital gain from the sale or exchange of such shares of Class A Common Stock (see "Gain on Sale, Exchange or Other Taxable Disposition of Our Class A Common Stock" below).

        A Non-U.S. Holder who claims the benefit of an applicable income tax treaty generally will be required to satisfy certain certification and other requirements prior to the distribution date. Such Non-U.S. Holders must generally provide us and/or our paying agent, as applicable, with a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or other appropriate form) claiming an exemption from or reduction in withholding under an applicable income tax treaty. Such certificate must be provided before the payment of dividends and must be updated periodically. If a Non-U.S. Holder holds Class A common stock through a financial institution or other agent acting on the Non-U.S. Holder's behalf, the Non-U.S. Holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through intermediaries. If tax is withheld in an amount in excess of the amount applicable under an income tax treaty, a refund of the excess amount may generally be obtained by a Non-U.S. Holder by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under an applicable income tax treaty.

        Dividends that are effectively connected with a Non-U.S. Holder's conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or U.S. fixed base of the Non-U.S. Holder) generally will not be subject to U.S. federal withholding tax if the Non-U.S. Holder files the required forms, including IRS Form W-8ECI, with us and/or our paying agent, as applicable, but instead generally will be subject to U.S. federal income tax on a net income basis at regular graduated rates in the same manner as if the Non-U.S. Holder were a resident of the United States. This certification must be provided before dividends on our Class A common stock are paid and must be updated periodically. A corporate Non-U.S. Holder that receives effectively connected dividends may be subject to an additional branch profits tax at a rate of 30%, or a lower rate prescribed by an applicable income tax treaty.

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Gain on Sale, Exchange or Other Taxable Disposition of Our Class A Common Stock

        In general, subject to the discussion below under the headings "Information Reporting and Backup Withholding" and "Foreign Accounts," a Non-U.S. Holder will not be subject to U.S. federal income tax or withholding tax on any gain realized upon such holder's sale, exchange or other disposition of shares of our Class A common stock unless:

    (1)
    the gain is effectively connected with a trade or business carried on by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, attributable to a U.S. permanent establishment or U.S. fixed base of the Non-U.S. Holder);

    (2)
    the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

    (3)
    we are or have been a "United States real property holding corporation" for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held the Class A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the Non-U.S. Holder owns or is treated as owning (directly, indirectly or constructively) more than 5% of our Class A common stock at any time during the foregoing period.

        Net gain realized by a Non-U.S. Holder described in clause (1) above generally will be subject to U.S. federal income tax in the same manner as if the Non-U.S. Holder were a resident of the United States. Any gains of a corporate Non-U.S. Holder described in clause (1) above may also be subject to an additional "branch profits tax" at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty.

        Gain realized by an individual Non-U.S. Holder described in clause (2) above will be subject to a flat 30% tax, or such lower rate specified in an applicable income tax treaty, which gain may be offset by U.S. source capital losses, even though the individual is not considered a resident of the United States.

        For purposes of clause (3) above, a corporation is a United States real property holding corporation, or USRPHC, if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its United States real property interests, the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. We believe that we are not, and we do not anticipate that we will become, a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests 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 became a USRPHC, a Non-U.S. Holder would not be subject to U.S. federal income tax on a sale, exchange or other taxable disposition of our Class A common stock by reason of our status as a USRPHC so long as our Class A common stock is regularly traded on an established securities market (within the meaning of the applicable regulations) and such Non-U.S. Holder does not own and is not deemed to own (directly, indirectly or constructively) more than 5% of our outstanding Class A common stock at any time during the shorter of the five-year period ending on the date of disposition and such holder's holding period. However, no assurance can be provided that our Class A common stock will be regularly traded on an established securities market for purposes of the rules described above. If we are a USRPHC and either our Class A common stock is not regularly traded on an established securities market or a Non-U.S. Holder holds or is deemed to hold (directly, indirectly or constructively) more than 5% of our outstanding Class A common stock during the applicable testing period, such Non-U.S. Holder will generally be taxed on any gain in the same manner as gain that is effectively connected with the conduct of a U.S. trade or business, except that the branch profits tax generally will not apply.

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If we are a USRPHC and our common stock is not regularly traded on an established securities market, a Non-U.S. Holder's proceeds received on the disposition of shares will also generally be subject to withholding at a rate of 15%. Prospective investors are encouraged to consult their own tax advisors regarding the possible consequences to them if we are, or were to become, a USRPHC.

Information Reporting and Backup Withholding

        Generally, we must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid, the name and address of the recipient, and the amount, if any, of tax withheld. These information reporting requirements apply even if withholding was not required because the dividends were effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States or withholding was reduced by an applicable income tax treaty. Under applicable income tax treaties or other agreements, the IRS may make its reports available to the tax authorities in the Non-U.S. Holder's country of residence or country in which the Non-U.S. Holder was established.

        Dividends paid to a Non-U.S. Holder that is not an exempt recipient generally will be subject to backup withholding, currently at a rate of 28%, unless the Non-U.S. Holder certifies to the payor as to its foreign status, which certification may generally be made on an applicable IRS Form W-8.

        Proceeds from the sale or other disposition of Class A common stock by a Non-U.S. Holder effected by or through a U.S. office of a broker will generally be subject to information reporting and backup withholding, currently at a rate of 28%, unless the Non-U.S. Holder certifies to the withholding agent under penalties of perjury as to, among other things, its name, address and status as a Non-U.S. Holder or otherwise establishes an exemption. Payment of disposition proceeds effected outside the United States by or through a non-U.S. office of a non-U.S. broker generally will not be subject to information reporting or backup withholding if the payment is not received in the United States. Information reporting, but generally not backup withholding, will apply to such a payment if the broker has certain connections with the United States unless the broker has documentary evidence in its records that the beneficial owner thereof is a Non-U.S. Holder and specified conditions are met or an exemption is otherwise established.

        Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules from a payment to a Non-U.S. Holder that results in an overpayment of taxes generally will be refunded, or credited against the holder's U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

Foreign Accounts

        The Foreign Account Tax Compliance Act, or FATCA, generally imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or disposition of, our Class A common stock if paid to a foreign entity unless (1) if the foreign entity is a "foreign financial institution," the foreign entity undertakes certain due diligence, reporting, withholding, and certification obligations, (2) if the foreign entity is a "non-financial foreign entity," the foreign entity identifies certain direct and indirect U.S. holders of debt or equity interests in such foreign entity or certifies that there are none or (3) the foreign entity is otherwise exempt from FATCA.

        Withholding under FATCA generally (1) applies to payments of dividends on our Class A common stock and (2) will apply to payments of gross proceeds from a sale or other disposition of our Class A common stock made after December 31, 2018. An intergovernmental agreement between the United States and an applicable foreign country may modify the requirements described in this section. Under certain circumstances, a Non-U.S. Holder may be eligible for refunds or credits of the tax. Non-U.S. Holders should consult their own tax advisors regarding the possible implications of FATCA on their investment in our Class A common stock.

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UNDERWRITING

        Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc. are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, the number of shares indicated below:

Name
  Number of Shares

Morgan Stanley & Co. LLC

   

Goldman Sachs & Co. LLC

   

Barclays Capital Inc. 

   

Allen & Company LLC

   

Stifel, Nicolaus & Company, Incorporated

   

Canaccord Genuity Inc. 

   

JMP Securities LLC

   

Total

   

        The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives," respectively. The underwriters are offering the shares of Class A common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Class A common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of Class A common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters' option to purchase additional shares described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitment of non-defaulting underwriters may be increased or the offering terminated.

        The underwriters initially propose to offer part of the shares of Class A 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 Class A common stock, the offering price and other selling terms may from time to time be varied by the representatives.

        We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 1,200,000 additional shares of Class A common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. 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 Class A common stock as the number listed next to the underwriter's name in the preceding table bears to the total number of shares of Class A 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 1,200,000 shares of Class A 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 $3,150,000. We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority up to $30,000. The underwriters have agreed to reimburse us for certain expenses incurred by us in connection with this offering.

        The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by them.

        We have applied to list our Class A common stock on the NASDAQ Global Market under the symbol "MDB."

        At our request, the underwriters have reserved for sale at the initial public offering price per share up to 400,000 shares of our Class A common stock, or up to 5% of the shares of Class A common stock offered by this prospectus, to certain individuals through a directed share program, including our executive officers and employees, as well as friends and family members of our executive officers, founders and certain members of senior management. If purchased by these persons, these shares will not be subject to a lock-up restriction, except in the case of shares purchased by any executive officer or employee, which will be subject to a 180-day lock-up restriction. The number of shares of Class A common stock available for sale to the general public will be reduced by the number of reserved shares sold to these individuals. Any reserved shares not purchased by these individuals will be offered by the underwriters to the general public on the same basis as the other shares of Class A common stock offered under this prospectus. The directed share program will be arranged through Morgan Stanley & Co. LLC.

        We, our directors and officers, and the holders of substantially all of our capital stock and securities convertible into our capital stock have agreed either by signing a lock up or pursuant to covenants in their stock purchase agreements that, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc. on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (the "restricted period"):

    offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock;

    file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of common stock or any securities convertible into or exercisable or exchangeable for common stock; or

    enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock,

whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc. 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 to do not apply to:

    the sale of shares to the underwriters;

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    the issuance by us of shares of common stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing; provided that no public reports or filings reporting the transaction shall be required or shall be voluntarily made in respect of the issuance during the first 30 days of the restricted period and for any issuance thereafter any public reports or filings reporting the transaction that shall be required or shall be voluntarily made in respect of the issuance during the remainder of the restricted period shall include an appropriate footnote clearly indicating that the filing relates to the exercise of a stock option, that no shares were sold by the reporting person and that the shares received upon exercise of the stock option are subject to a lock-up;

    the approval of by us or the establishment of trading plans by our stockholders pursuant to Rule 10b5-1 under the Exchange Act, for the transfer of shares of common stock by our stockholders; provided that such plan does not provide for the transfer of common stock during the restricted period and to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the holder 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;

    transfers as bona fide gifts or to a trust;

    transfers to current or former partners (general or limited), members or managers of one of our stockholders or to the estates of one of our stockholders or their affiliates, partners, members or managers;

    transfers pursuant to qualified domestic orders or in connection with divorce settlements;

    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 Securities Exchange Act of 1934, as amended, or 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; or

    the conversion of outstanding shares of our redeemable convertible preferred stock into shares of our Class B common stock or conversion of shares of our Class B common stock into shares of our Class A common stock.

        Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

        In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the option. The underwriters can close out a covered short sale by exercising the option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the option. The underwriters may also sell shares in excess of the option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of Class A common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market

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price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

        We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

        A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of Class A common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

        The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

        In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

        Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were the information set forth in this prospectus and otherwise available to the representatives, our future prospects and those of our industry in general, assessment of our management, conditions of the securities markets at the time of this offering, 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.

        Neither we nor the underwriters can assure investors that an active trading market will develop for our Class A common stock, or that the shares will trade in the public market at or above the initial public offering price.

Selling Restrictions

Canada

        The shares 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 must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

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        Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

        Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

        In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") an offer to the public of any shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

    (a)
    to any legal entity which is a qualified investor as defined in the Prospectus Directive;

    (b)
    to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or

    (c)
    in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares of our common stock shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of our common stock to be offered so as to enable an investor to decide to purchase any shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

        Each underwriter has represented and agreed that:

    (a)
    it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

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    (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.

Hong Kong

        Shares of our common stock may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to shares of our common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares of our common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

Japan

        No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the "FIEL") has been made or will be made with respect to the solicitation of the application for the acquisition of the shares of Class A common stock.

        Accordingly, the shares of Class A common stock have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

    For Qualified Institutional Investors ("QII")

        Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Class A common stock constitutes either a "QII only private placement" or a "QII only secondary distribution" (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Class A common stock. The shares of Class A common stock may only be transferred to QIIs.

    For Non-QII Investors

        Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of Class A common stock constitutes either a "small number private placement" or a "small number private secondary distribution" (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of Class A common stock. The shares of Class A common stock may only be transferred en bloc without subdivision to a single investor.

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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 the 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 (the "SFA"), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

        Where shares of our common stock are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired shares of our common stock under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

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LEGAL MATTERS

        The validity of the shares of Class A common stock being offered by this prospectus will be passed upon for us by Cooley LLP, New York, New York. Wilson Sonsini Goodrich & Rosati, P.C., New York, New York, is representing the underwriters in connection with this offering.


EXPERTS

        The consolidated financial statements as of January 31, 2016 and 2017 and for each of the two years in the period ended January 31, 2017 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm given, on the authority of said firm as experts in auditing and accounting.


WHERE YOU CAN FIND 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 Class A common stock being offered by this prospectus, which constitutes a part of the registration statement. This prospectus does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the Class A common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

        You can read our SEC filings, including the registration statement, over the internet at the SEC's website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

        Upon completion of this offering, we will be subject to the information reporting requirements of the Exchange Act, and we will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be available for inspection and copying at the public reference room and web site of the SEC referred to above. We also maintain a website at www.mongodb.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on such information in making a decision to purchase our Class A common stock in this offering.

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MONGODB, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

    F-2  

Consolidated Balance Sheets

    F-3  

Consolidated Statements of Operations

    F-4  

Consolidated Statements of Comprehensive Loss

    F-5  

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit

    F-6  

Consolidated Statements of Cash Flows

    F-7  

Notes to Consolidated Financial Statements

    F-8  

F-1


Table of Contents


Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of MongoDB, Inc.

        In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock and stockholders' deficit, and cash flows present fairly, in all material respects, the financial position of MongoDB, Inc. and its subsidiaries as of January 31, 2016 and January 31, 2017, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of MongoDB, Inc.'s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

San Jose, California
June 7, 2017, except for the effects of the reverse stock split discussed in Note 1 to the consolidated financial statements, as to which the date is October 5, 2017.

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Table of Contents


MongoDB, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share data)

 
  January 31,    
   
 
 
  July 31,
2017
  Pro Forma
July 31,
2017
 
 
  2016   2017  
 
   
   
  (Unaudited)
  (Unaudited)
 

Assets

                         

Current assets:

                         

Cash and cash equivalents

  $ 33,205   $ 69,305   $ 40,769        

Short-term investments

    79,954     47,195     51,682        

Accounts receivable, net of allowance for doubtful accounts of $669, $958 and $1,167 as of January 31, 2016 and 2017 and July 31, 2017 (unaudited)

    22,432     31,340     32,661        

Deferred commissions

    5,864     7,481     8,438        

Prepaid expenses and other current assets

    2,572     3,131     6,043        

Total current assets

    144,027     158,452     139,593        

Property and equipment, net

    6,031     4,877     5,100        

Goodwill

    1,700     1,700     1,700        

Acquired intangible assets, net

    3,394     2,511     2,069        

Deferred tax assets

    68     114     84        

Other assets

    1,593     6,778     9,370        

Total assets

  $ 156,813   $ 174,432   $ 157,916        

Liabilities, Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity

                         

Current liabilities:

                         

Accounts payable

  $ 1,514   $ 2,841   $ 2,507        

Accrued compensation and benefits

    8,866     11,402     10,895        

Other accrued liabilities

    3,257     5,269     9,628        

Deferred revenue

    52,035     78,278     87,216        

Total current liabilities

    65,672     97,790     110,246        

Redeemable convertible preferred stock warrant liability

    1,310     1,272     1   $  

Deferred rent, non-current

    1,730     1,058     1,248        

Deferred tax liability, non-current

    66     108     140        

Deferred revenue, non-current

    6,225     15,461     18,050        

Total liabilities

    75,003     115,689     129,685        

Commitments and contingencies (Note 5)

                         

Redeemable convertible preferred stock—par value $0.001 per share; 40,337,939, 41,234,841 and 41,234,841 shares authorized as of January 31, 2016 and 2017 and July 31, 2017 (unaudited); 39,055,497, 41,148,282 and 41,232,762 shares issued and outstanding with aggregate liquidation preference of $310,997, $345,997 and $347,207 as of January 31, 2016, 2017, and July 31, 2017 (unaudited)

    310,315     345,257     346,428      

Stockholders' (deficit) equity:

                         

Class A common stock, par value of $0.001 per share; no, 162,500,000 and 162,500,000 shares authorized as of January 31, 2016 and 2017 and July 31, 2017 (unaudited); no, no and 68,199 shares issued and outstanding as of January 31, 2016, 2017 and July 31, 2017 (unaudited); 68,199 issued and outstanding, pro forma, as of July 31, 2017 (unaudited)

                 

Class B common stock, par value of $0.001 per share; 110,000,000, 113,000,000 and 113,000,000 shares authorized as of January 31, 2016, 2017 and July 31, 2017 (unaudited); 11,665,135, 13,192,992 and 14,046,590 shares issued as of January 31, 2016, 2017 and July 31, 2017 (unaudited); 11,565,764, 13,093,621 and 13,947,219 shares outstanding as of January 31, 2016, 2017 and July 31, 2017 (unaudited); 40,999,477 shares issued and 40,900,106 shares outstanding, pro forma, as of July 31, 2017 (unaudited)

    12     13     14     41  

Additional paid-in capital

    32,422     62,557     76,519     422,921  

Treasury stock, 99,371 shares as of January 31, 2016, 2017 and July 31, 2017 (unaudited)

    (1,319 )   (1,319 )   (1,319 )   (1,319 )

Accumulated other comprehensive loss

    (351 )   (364 )   (241 )   (241 )

Accumulated deficit

    (259,269 )   (347,401 )   (393,170 )   (393,170 )

Total stockholders' (deficit) equity

    (228,505 )   (286,514 )   (318,197 ) $ 28,232  

Total liabilities, redeemable convertible preferred stock and stockholders' deficit

  $ 156,813   $ 174,432   $ 157,916        

   

The accompanying notes are an integral part of these consolidated financial statements.

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MongoDB, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

 
  Year Ended January 31,   Six Months Ended July 31,  
 
  2016   2017   2016   2017  
 
   
   
  (Unaudited)
 

Revenue

                         

Subscription

  $ 58,561   $ 91,235   $ 40,213   $ 61,718  

Services

    6,710     10,123     4,906     6,272  

Total revenue

    65,271     101,358     45,119     67,990  

Cost of revenue

                         

Subscription

    13,146     19,352     8,675     13,765  

Services

    7,715     10,515     5,628     5,622  

Total cost of revenue

    20,861     29,867     14,303     19,387  

Gross profit

    44,410     71,491     30,816     48,603  

Operating expenses:

                         

Sales and marketing

    56,613     78,584     37,454     49,037  

Research and development

    43,465     51,772     25,240     28,826  

General and administrative

    17,070     27,082     13,531     16,704  

Total operating expenses

    117,148     157,438     76,225     94,567  

Loss from operations

    (72,738 )   (85,947 )   (45,409 )   (45,964 )

Other income (expense):

                         

Interest income

    146     302     138     329  

Interest expense

    (24 )   (9 )   (4 )   (8 )

Other income (expense), net

    (428 )   (308 )   99     355  

Loss before provision for income taxes

    (73,044 )   (85,962 )   (45,176 )   (45,288 )

Provision for income taxes

    442     719     150     481  

Net loss

  $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

Net loss per share attributable to common stockholders, basic and diluted

  $ (6.54 ) $ (7.10 ) $ (3.85 ) $ (3.42 )

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted

    11,240,696     12,211,711     11,763,154     13,386,109  

Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)

        $ (2.28 )       $ (1.14 )

Weighted-average shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)

          38,068,020           40,296,208  

   

The accompanying notes are an integral part of these consolidated financial statements.

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MongoDB, Inc.

Consolidated Statements of Comprehensive Loss

(in thousands)

 
  Year Ended January 31,   Six Months Ended
July 31,
 
 
  2016   2017   2016   2017  
 
   
   
  (Unaudited)
 

Net loss

  $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

Other comprehensive (loss) income, net of tax:

                         

Unrealized (loss) gain on available-for-sale securities

    (33 )   18     38     (37 )

Foreign currency translation adjustments

    (59 )   (31 )   38     160  

Other comprehensive (loss) income

    (92 )   (13 )   76     123  

Total comprehensive loss

  $ (73,578 ) $ (86,694 ) $ (45,250 ) $ (45,646 )

   

The accompanying notes are an integral part of these consolidated financial statements.

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MongoDB, Inc.

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit

(in thousands, except share data)

 
  Redeemable
Convertible
Preferred Stock
   
  Class A and
Class B
Common Stock
   
   
   
   
   
 
 
   
   
   
  Accumulated
Other
Comprehensive
Income (Loss)
   
   
 
 
   
  Additional
Paid-In
Capital
  Treasury
Stock
  Accumulated
Deficit
  Total
Stockholders'
Deficits
 
 
  Shares   Amount    
  Shares   Amount  

Balances as of January 31, 2015

    39,055,497   $ 310,315         11,001,782   $ 11   $ 16,337   $ (1,319 ) $ (259 ) $ (185,783 ) $ (171,013 )

Stock option exercises

                579,390     1     2,907                 2,908  

Vesting of early exercised stock options

                        391                 391  

Repurchase of common stock

                (15,408 )                          

Stock-based compensation

                        12,787                 12,787  

Unrealized loss on available-for-sale securities

                                (33 )       (33 )

Foreign currency translation adjustment

                                (59 )       (59 )

Net loss

                                    (73,486 )   (73,486 )

Balances as of January 31, 2016

    39,055,497     310,315         11,565,764     12     32,422     (1,319 )   (351 )   (259,269 )   (228,505 )

Cumulative effect of accounting change

                        1,451             (1,451 )    

Proceeds from Series F financing, net of issuance costs of $58

    2,092,785     34,942                                  

Stock option exercises

                1,534,211     1     6,777                 6,778  

Vesting of early exercised stock options

                        903                 903  

Repurchase of common stock

                (6,354 )                        

Stock-based compensation

                        21,004                 21,004  

Unrealized gain on available-for-sale securities

                                18         18  

Foreign currency translation adjustment

                                (31 )       (31 )

Net loss

                                    (86,681 )   (86,681 )

Balances as of January 31, 2017

    41,148,282     345,257         13,093,621     13     62,557     (1,319 )   (364 )   (347,401 )   (286,514 )

Exercise of preferred stock warrants (unaudited)

    84,480     1,171                                  

Stock option exercises (unaudited)

                932,156     1     4,096                 4,097  

Vesting of early exercised stock options (unaudited)

                        495                 495  

Repurchase of common stock (unaudited)

                (10,359 )                        

Stock-based compensation (unaudited)

                        9,371                 9,371  

Unrealized gain on available-for-sale securities (unaudited)

                                (37 )       (37 )

Foreign currency translation adjustment (unaudited)

                                160         160  

Net loss (unaudited)

                                    (45,769 )   (45,769 )

Balances as of July 31, 2017 (unaudited)

    41,232,762   $ 346,428         14,015,418   $ 14   $ 76,519   $ (1,319 ) $ (241 ) $ (393,170 ) $ (318,197 )

   

The accompanying notes are an integral part of these consolidated financial statements.

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MongoDB, Inc.

Consolidated Statements of Cash Flows

(in thousands, except share data)

 
  Year Ended
January 31,
  Six Months
Ended
July 31,
 
 
  2016   2017   2016   2017  
 
   
   
  (Unaudited)
 

Cash flows from operating activities

                         

Net loss

  $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

Adjustments to reconcile net loss to net cash used in operating activities:

                         

Depreciation and amortization

    4,062     3,751     1,880     1,860  

Stock-based compensation

    12,787     21,004     12,283     9,371  

Deferred income taxes

    (2 )   (4 )   20     62  

Change in fair value of warrant liability

    (52 )   (38 )   (203 )   (101 )

Change in operating assets and liabilities:

                         

Accounts receivable

    (10,123 )   (9,263 )   8,441     (1,646 )

Prepaid expenses and other current assets

    (460 )   (450 )   (1,051 )   (2,942 )

Deferred commissions

    (533 )   (6,019 )   (630 )   (369 )

Other long-term assets

    (27 )   (784 )   (214 )   (634 )

Accounts payable

    371     1,296     469     12  

Deferred rent

    (681 )   (672 )   (286 )   190  

Accrued liabilities

    3,478     3,948     365     1,245  

Deferred revenue

    17,705     35,834     1,934     11,852  

Net cash used in operating activities

    (46,961 )   (38,078 )   (22,318 )   (26,869 )

Cash flows from investing activities

                         

Purchases of property and equipment

    (468 )   (1,683 )   (637 )   (1,626 )

Proceeds from maturities of marketable securities

    38,000     114,775     94,875     64,230  

Purchases of marketable securities

    (117,954 )   (82,036 )   (82,036 )   (68,754 )

Net cash (used in) provided by investing activities

    (80,422 )   31,056     12,202     (6,150 )

Cash flows from financing activities

                         

Proceeds from exercise of stock options, including early exercised stock options

    3,104     8,220     4,268     5,984  

Repurchase of early exercised stock options

    (17 )   (48 )       (74 )

Proceeds from issuance of Series F financing, net of issuance cost

        34,942          

Proceeds from exercise of redeemable convertible preferred stock warrants

                1  

Payment of offering costs

                (1,177 )

Net cash provided by financing activities

    3,087     43,114     4,268     4,734  

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

    (92 )   7     116     160  

Net (decrease) increase in cash, cash equivalents, and restricted cash

    (124,388 )   36,099     (5,732 )   (28,125 )

Cash, cash equivalents, and restricted cash, beginning of period

    157,701     33,313     33,313     69,412  

Cash, cash equivalents, and restricted cash, end of period

  $ 33,313   $ 69,412   $ 27,581   $ 41,287  

Supplemental Disclosure of Cash Flow Information

                         

Cash paid for income taxes, net of refunds

  $ 522   $ 411   $ 95   $ 328  

Cash paid for interest

  $ 14   $ 16   $   $ 8  

Supplemental Disclosure of Noncash Investing and Financing Activities

                         

Issuance of Series F redeemable convertible preferred stock warrants

  $ 151   $   $   $  

Vesting of early exercised stock options

  $ 391   $ 903   $ 486   $ 495  

Costs related to initial public offering included in accounts payable and accrued liabilities

  $   $   $   $ 1,608  

Conversion of redeemable convertible preferred stock warrant liability to redeemable convertible preferred stock as a result of warrant exercise

  $   $   $   $ 1,170  

   

The accompanying notes are an integral part of these consolidated financial statements.

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MongoDB, Inc.

Notes to Consolidated Financial Statements

1. Description of Operations and Summary of Significant Accounting Policies

Operations

        MongoDB, Inc. was originally incorporated in the state of Delaware on November 2007 under the name 10Gen, Inc. In August 2013 we changed our name to MongoDB, Inc. We are headquartered in New York, New York. We develop and sell subscriptions to a modern, general purpose database platform that was built to run applications at scale across a broad range of use cases in the cloud, on-premise or in a hybrid environment. We designed our platform to address the performance, scalability, flexibility and reliability demands of modern applications while maintaining the core capabilities of legacy databases. In addition to selling our software, we provide post-contract support, training, and consulting services for our offerings. The terms "MongoDB," "Company," "our," "us," and "we" in these notes to the consolidated financial statements refer to MongoDB, Inc. and, where appropriate, our consolidated subsidiaries. Our fiscal year ends January 31.

Basis of Presentation

        The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated.

Unaudited Interim Consolidated Financial Statements

        The accompanying interim consolidated balance sheet as of July 31, 2017, the interim consolidated statements of operations, of comprehensive loss and of cash flows for the six months ended July 31, 2016 and 2017 and the interim consolidated statement of redeemable convertible preferred stock and stockholders' equity (deficit) for the six months ended July 31, 2017 are unaudited. The unaudited interim consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly our financial position as of July 31, 2017 and its results of operations and cash flows for the six months ended July 31, 2016 and 2017. The financial data and the other financial information disclosed in the notes to these consolidated financial statements related to the six-month periods are also unaudited. The results of operations for the six months ended July 31, 2017 are not necessarily indicative of the results to be expected for the fiscal year ending January 31, 2018 or for any other future year or interim period.

Use of Estimates

        The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, revenue recognition, allowances for doubtful accounts, fair value of stock-based awards, fair value of redeemable convertible preferred stock warrants, legal contingencies, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, and accounting for income taxes. We base these estimates on historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from those estimates.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

Revision to Prior Period

        During the preparation of the consolidated financial statements as of and for the year ended January 31, 2017, we identified an immaterial error related to the presentation of contractual payments in our consolidated statements of cash flows for the year ended January 31, 2016. We evaluated the impact and concluded that it was not material to our 2016 consolidated financial statements and corrected the presentation, resulting in an increase in net cash used in operating activities from $43.4 million to $47.0 million and an associated increase in net cash provided by financing activities from $(0.5) million to $3.1 million. The adjustment had no impact on the net change in cash, cash equivalents and restricted cash in our consolidated statements of cash flows.

Reverse Stock Split

        In October 2017, the Company's Board of Directors and stockholders approved an amendment to the Company's amended and restated certificate of incorporation effecting a 1-for-2 reverse stock split of the Company's issued and outstanding shares of common stock and accordingly adjusted the conversion rate of the Series A, B, C, D and E redeemable convertible preferred stock to common stock to 1:0.75 and the conversion rate of the Series F redeemable convertible preferred stock to common stock to 1:0.5. The reverse split was effected on October 5, 2017. The par value of the common and redeemable convertible preferred stock was not adjusted as a result of the reverse stock split. All issued and outstanding share and per share amounts included in the accompanying consolidated financial statements have been adjusted to reflect this reverse stock split for all periods presented.

Unaudited Pro Forma Balance Sheet

        All currently outstanding shares of redeemable convertible preferred stock will automatically convert into shares of our Class B common stock and warrants to purchase shares of redeemable convertible preferred stock will expire upon the closing of a qualifying initial public offering, or IPO (see Note 8). The unaudited pro forma stockholder's equity shows the effect of the automatic conversion of the redeemable convertible preferred stock into common stock and the expiration of the redeemable convertible preferred stock warrants as of July 31, 2017.

Unaudited Pro Forma Net Loss per Share Attributable to Common Stockholders

        The unaudited pro forma net loss per share attributable to common stockholders basic and diluted has been computed to give effect to the assumed automatic conversion of redeemable convertible preferred stock into shares of our Class B common stock using the if converted method and the elimination of the revaluation adjustment for the redeemable convertible preferred stock warrant liability due to the expiration of those warrants upon the completion of a qualifying IPO as though such qualifying IPO had occurred as of the beginning of the period or the date of issuance, if later.

Foreign Currency

        The functional currency of our international subsidiaries is either the U.S. dollar or the local currency in which the international subsidiary operates. For these subsidiaries where the U.S. dollar is the functional currency, foreign currency denominated monetary assets and liabilities are re-measured into U.S. dollars at current exchange rates and foreign currency denominated nonmonetary assets and

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

liabilities are re-measured into U.S. dollars at historical exchange rates. Gains or losses from foreign currency re-measurement and settlements are included in other income (expense), net in the consolidated statements of operations. For foreign subsidiaries where the functional currency is the local currency, we use the period-end exchange rates to translate assets and liabilities, and the average exchange rates to translate revenue and expenses into U.S. dollars. We record translation gains and losses in accumulated other comprehensive income (loss) as a component of stockholders' deficit.

Comprehensive Loss

        Our comprehensive loss includes net loss and unrealized gains and losses on available-for-sale securities and foreign currency translation adjustments.

Cash and Cash Equivalents

        We consider all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents.

Marketable Securities

        Our short-term investments consist of U.S. government treasury securities and money market instruments. We determine the appropriate classification of our short-term investments at the time of purchase and reevaluate such designation at each balance sheet date. We have classified and accounted for our short-term investments as available-for-sale securities as we may sell these securities at any time for use in our current operations or for other purposes, even prior to maturity. As a result, we classify our short-term investments within current assets on the consolidated balance sheets.

        Available-for-sale securities are recorded at fair value each reporting period. Unrealized gains and losses on these short-term investments are reported as a separate component of accumulated other comprehensive loss on the consolidated balance sheets until realized. We periodically evaluate our short-term investments to assess whether those with unrealized loss positions are other than temporarily impaired. We consider various factors in determining whether to recognize an impairment charge. Realized gains and losses are determined based on the specific identification method and are reported in interest income in the consolidated statements of operations. If we determine that the decline in an investment's fair value is other-than-temporary, the difference is recognized as an impairment loss in the consolidated statements of operations. As of January 31, 2017 and July 31, 2017 (unaudited), we have not recorded any other-than-temporary-impairment in our consolidated statements of operations.

Restricted Cash

        We pledged $0.1 million, $0.1 million and $0.5 million of collateral for our available credit on corporate credit cards as of January 31, 2016 and 2017 and July 31, 2017 (unaudited), respectively. Restricted cash balances are included in other assets on the consolidated balance sheets.

Fair Value of Financial Instruments

        Our financial instruments consists of cash equivalents, other short-term investments, accounts receivable, accounts payable, accrued liabilities and the redeemable convertible preferred stock warrant liability. Cash equivalents are stated at amortized cost, which approximates fair value at the balance

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

sheet dates, due to the short period of time to maturity. Short-term investments are recorded at fair value. Accounts receivable, accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. The redeemable convertible preferred stock warrant liability is carried at fair value.

        Assets and liabilities recorded at fair value on a recurring basis in the balance sheets consisting of cash equivalents, short-term investments and the redeemable convertible preferred stock warrant liability are categorized based upon the level of judgment associated with the inputs used to measure their fair values. 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. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1   Observable inputs, such as quoted prices (unadjusted) in active markets for identical assets or liabilities at the measurement date.

Level 2

 

Observable inputs, other than Level 1 prices, such as quoted prices in active markets for similar assets and liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3

 

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

        Our financial instruments that are carried at fair value consist of Level 1 assets and Level 3 liabilities. Level 1 assets include highly liquid money market funds classified as cash equivalents vs. government treasury securities classified as short-term investments. Level 3 liabilities consist of the redeemable convertible preferred stock warrant liability.

Concentration of Credit Risk

        Financial instruments that potentially subject us to concentrations of credit risk are primarily cash, cash equivalents, restricted cash, short-term investments, and accounts receivable. The primary focus of our investment strategy is to preserve capital and meet liquidity requirements. We maintain our cash accounts with financial institutions where, at times, deposits exceed federal insurance limits. We invest our excess cash in highly rated money market funds in U.S. government trading securities. We extend credit to customers in the normal course of business. We perform credit analysis and monitor the financials of our customers to reduce credit risk. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. We record an allowance for doubtful accounts relating to certain trade accounts receivable. The allowance is based on various factors, including the review of credit profiles of our customers, contractual terms and conditions, current economic trends and historical customer payment experience.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

        As of and for the fiscal years ended January 31, 2016 and 2017 and as of July 31, 2017 and for the six months ended July 31, 2017 (unaudited), no customer represented 10% or more of net accounts receivable or revenue.

Allowance for Doubtful Accounts

        We perform initial and ongoing evaluations of our customers' financial position, and generally extend credit without collateral. We determine the need for an allowance for doubtful accounts based upon various factors, including past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions, as well as specific circumstances arising with individual customers. Trade receivables are written off against the allowance when management determines a balance is uncollectible and we no longer actively pursues collection of the receivable.

        Activity within the allowance for doubtful accounts was as follows (in thousands):

 
  Allowance for
Doubtful
Accounts
 

Balance at January 31, 2015

  $ 331  

Bad debt expense

    348  

Charged against deferred revenue

    222  

Write-offs

    (232 )

Balance at January 31, 2016

    669  

Bad debt expense

    266  

Charged against deferred revenue

    355  

Write-offs

    (332 )

Balance at January 31, 2017

    958  

Bad debt expense (unaudited)

    163  

Charged against deferred revenue (unaudited)

    325  

Write-offs (unaudited)

    (279 )

Balance at July 31, 2017 (unaudited)

  $ 1,167  

Capitalized Software Costs

        Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Technological feasibility is established upon the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. To date, costs and time incurred between the establishment of technological feasibility and product release have not been material, resulting in software development costs qualifying for capitalization being immaterial. As a result, all software development costs have been recorded in research and development expense in the consolidated statements of operations.

        Costs related to software acquired, developed, or modified solely to meet our internal requirements, with no substantive plans to market such software at the time of development, or costs

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

related to development of web-based product are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during post implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized. We did not capitalize any costs related to computer software developed for internal use or web-based product in the years ended January 31, 2016 and 2017 and the six months ended July 31, 2017 (unaudited).

Deferred Offering Costs

        We capitalize qualified legal, accounting and other direct costs related to our efforts to raise capital through a sale of our common stock in our potential IPO. Deferred offering costs are included in other assets on the consolidated balance sheets and will be deferred until the completion of the IPO, at which time they will be reclassified to additional paid-in capital as a reduction of the IPO proceeds. If we terminate plans for an IPO or significantly delay a potential IPO, any deferred costs will be expensed at that time. As of January 31, 2016 and 2017, we had no deferred offering costs that were capitalized. As of July 31, 2017 (unaudited), $2.8 million deferred offering costs were capitalized. During the six months ended July 31, 2017 (unaudited), $1.2 million of the deferred offering costs were paid.

Property and Equipment

        Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method and the following estimated useful lives:

Property and Equipment
  Estimated Useful Life

Computer and office equipment

  2 - 3 years

Purchased software

  2 - 3 years

Servers

  3 years

Furniture and fixtures

  5 years

Leasehold improvements

  Lesser of lease term or useful life

        Upon retirement or sale, the cost of assets disposed of, and the related accumulated depreciation, is removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations. There was no material gain or loss incurred as a result of retirement or sale in the periods presented. Repair and maintenance costs are expensed as incurred.

Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets

        We evaluate the recoverability of property and equipment and amortizable intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. In addition, we test goodwill for impairment at least annually or more frequently if events or changes in circumstances indicate that this asset may be impaired. These tests are based on our single operating segment and reporting unit structure. No

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

indications of impairment of goodwill were noted during the years ended January 31, 2016 and 2017 and the six months ended July 31, 2017 (unaudited).

        Acquired amortizable intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. The estimated remaining useful lives for intangible assets range from 2.8 to 3.2 years as of January 31, 2017 and 2.3 to 2.7 years as of July 31, 2017 (unaudited).

        In addition to the recoverability assessment, we periodically review the remaining estimated useful lives of property and equipment and amortizable intangible assets. If the estimated useful life assumption for any asset is changed, the remaining unamortized balance would be depreciated or amortized over the revised estimated useful life, on a prospective basis.

Deferred Rent

        Rent expense is recognized on a straight-line basis over the non-cancelable term of the operating lease. We record the difference between cash rent payments and recognized rent expense as a deferred rent liability included in accrued liabilities and other liabilities on the consolidated balance sheets. Incentives granted under our facility leases, including allowances to fund leasehold improvements, are deferred and are recognized as adjustments to rental expense on a straight-line basis over the term of the lease.

Revenue Recognition

        We derive our revenue from two sources: (1) sales of subscriptions, including term license and technical support arrangements and consumption-based hosted as-a-service offerings; and (2) services revenue comprised of consulting and training arrangements. We consider revenue realizable and earned when all of the following criteria are satisfied:

    there is persuasive evidence of an arrangement;

    delivery has occurred;

    the collection of the fees is probable; and

    fees for consideration are fixed or determinable.

        Our subscription service arrangements generally are non-cancelable and do not contain refund-type provisions.

        We recognize subscription revenue ratably over the contract term, provided that all other revenue recognition criteria have been met. We provide our support services pursuant to these subscription arrangements, which are primarily on an annual basis and involve technical support and access to new software versions on a when-and-if available basis. In addition, revenue related to hosted as-a-service solutions are recognized on a usage-basis, as consideration for these arrangements are contingent upon the frequency that the licensee uses the product or on the size and speed of the required infrastructure of the hosted deployment. We recognize revenue from services agreements on a percent complete basis if sold on a stand-alone basis and over the contractual subscription period if sold as a bundled element along with our subscriptions. When services commence later than the start date of the subscription, as long as all other revenue recognition criteria have been met, we record a cumulative catch up of

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

revenue that would have been recognized over the period from the beginning of the subscription term until the commencement of services.

    Subscription Revenue

        Our subscription revenue is primarily comprised of time-based software licenses sold in conjunction with post-contract customer support, or PCS. We typically bill subscription revenue annually in advance. As our subscription offerings include a software license and PCS for which we have not established Vendor Specific Objective Evidence, or VSOE, the entire fee is recognized ratably over the term of the PCS. See "—Multiple-Element Arrangements" section below. In certain circumstances, we make software available to our customers online under hosting arrangements. The online services are currently comprised of an automated database backup storage tool, a database management automation tool and a database as-a-service tool wherein the customer can purchase storage, security and monitoring capabilities. Generally, revenue related to hosted as-a-service solutions are recognized on a usage-basis, as consideration for these arrangements are contingent upon the frequency that the licensee uses the product or on the size and speed of the required infrastructure of the hosted deployment.

    Services Revenue

        Our services contracts are provisioned on either a time-and-materials basis, fixed-fee basis or subscription basis. Revenue is recognized on a proportional performance basis as the services are delivered for standalone time and materials contracts and for standalone fixed price contracts. As arrangements in which services are sold with subscription offerings are in essence multiple-element arrangements, all revenue in the arrangement is recognized ratably over the term of the undelivered elements assuming all other revenue recognition criteria have been met. See "—Multiple-Element Arrangements" section below.

    Multiple-Element Arrangements

        Guidance for multiple-element arrangements, or MEA's, dictate that contract fees be allocated across each element in an MEA based on VSOE of fair value. In cases where MEA software arrangements include both delivered and undelivered elements and VSOE of fair value exists for all undelivered elements, we may utilize the residual method for allocating fair value. Essentially, revenue recognition occurs immediately for the delivered elements and commence for the undelivered element(s), assuming all other revenue recognition criteria have been met.

        In the event an MEA includes both delivered and undelivered elements, and we have not established VSOE for the undelivered elements, all revenue from the arrangement shall be deferred until the earlier of the point at which VSOE is established or all elements have been delivered. As an exception to this guidance, in the event VSOE is not established for the undelivered elements and the only undelivered element is either PCS or services that do not involve significant production, modification or customization of software, the entire fee is recognized ratably over the term of the undelivered elements assuming all other revenue recognition criteria have been met and services are generally provided at the beginning or over the course of the arrangement.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

Cost of Revenue

        Cost of revenue consists primarily of costs related to providing our subscription and hosting services to our paying customers, including personnel costs, including salaries, bonuses and benefits, and stock-based compensation and related expenses for datacenter operations, customer support and services personnel, as well as depreciation of servers and equipment.

Deferred Commissions and Commissions Expense

        Deferred commissions are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to our direct sales force. The commissions are deferred and amortized over the non-cancelable terms of the related customer contracts. Sales commissions are generally paid up front and one month in arrears, however, payment timing is based on contractual terms of the underlying subscription contract and is subject to an evaluation of customer credit-worthiness. The deferred commission amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. We capitalized commission costs of $8.0 million, $14.2 million, $4.7 million and $5.0 million for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), respectively. Amortization of deferred commissions is included in sales and marketing expense in the consolidated statements of operations. As of January 31, 2017 and July 31, 2017 (unaudited), we recorded short-term deferred commissions of $7.5 million and $8.4 million, respectively, and long-term deferred commissions of $5.6 million and $5.0 million, respectively, in other long-term assets on the consolidated balance sheets.

Research and Development

        Research and development costs are expensed as incurred and consists primarily of personnel costs, including salaries, bonuses and benefits, and stock-based compensation. It also includes amortization associated with intangible acquired assets and allocated overhead.

Advertising

        Advertising costs are charged to operations as incurred or the first time the advertising takes place, based on the nature of the advertising, and include direct marketing, events, public relations, sales collateral materials and partner programs. Advertising costs were $1.2 million, $2.4 million, $0.8 million and $1.6 million for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), respectively. Advertising costs are recorded in sales and marketing expenses in the consolidated statement of operations.

Redeemable Convertible Preferred Stock Warrant

        Our redeemable convertible preferred stock warrants require liability classification and accounting as the underlying convertible preferred stock is contingently redeemable as discussed in Note 6. At initial recognition, the warrants are recorded at their estimated fair value. The warrants are subject to remeasurement at each balance sheet date, with changes in fair value recognized as a component of other income (expense), net. We will continue to adjust the warrant liability for changes in fair value until the earlier of the expiration or exercise of the warrants.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

Common Stock Warrant

        Common stock warrants are measured at their estimated fair value upon issuance using the Black-Scholes pricing model and recorded in additional paid-in capital on the consolidated balance sheets. Our common stock warrants are equity classified and no subsequent remeasurement is required.

Stock-Based Compensation

        Compensation expense related to stock options granted to employees is calculated based on the fair value of stock-based awards on the date of grant. We determine the grant date fair value of the awards using the Black-Scholes option-pricing model. 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.

        For stock-based awards issued to non-employees, including consultants, we record expense related to stock options based on the fair value of the options calculated using the Black-Scholes option-pricing model over the service performance period. We believe that the fair value of the stock options is more reliably measured than the fair value of the services received. The fair value of each non-employee stock-based compensation award is re-measured each period until a commitment date is reached, which is generally the vesting date.

        Our stock price volatility and expected option life involve management's best estimates, both of which impact the fair value of the option calculated under the Black-Scholes option pricing model and, ultimately, the expense that will be recognized over the life of the option. During the year ended January 31, 2017, we adopted Accounting Standards Update, or ASU, 2016-09 allowing the recognition of forfeitures as they occur. See "Recently Adopted Accounting Pronouncements" for the impact of the adoption.

Net Loss Per Share

        We calculate basic and diluted net loss per share attributable to common stockholders in conformity with the two-class method required for companies with participating securities. We consider all series of redeemable convertible preferred stock to be participating securities as the holders are entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses.

        Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options to purchase common stock, early exercised stock options, and warrants to purchase redeemable convertible preferred stock and common stock are considered common shares equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. We did not present dilutive net loss per share on an if-converted basis because the impact was not dilutive.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

Segment Information

        We operate as one operating segment as we only report financial information on an aggregate and consolidated basis to our Chief Executive Officer, who is our chief operating decision maker.

Income Taxes

        We follow the asset and liability method of accounting for income taxes. This method requires recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance has been established for the full amount of the net deferred tax assets as we have determined that the future realization of the tax benefit is not more likely than not.

        We recognize the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that is more likely than not of being realized upon ultimate settlement. We recognize interest and penalties on amounts due to taxing authorities as a component of other income and expense.

Recently Adopted Accounting Pronouncements

        Stock-Based Compensation.     Starting February 1, 2016, we elected to early adopt ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting , which would among other items, provide an accounting policy election to account for forfeitures as they occur, rather than to account for them based on an estimate of expected forfeitures and modifies financial statement presentation of excess tax benefits or deficiencies. We elected to account for forfeitures as they occur and therefore, stock-based compensation expense for the year ended January 31, 2017 has been calculated based on actual forfeitures in the consolidated statements of operations. The cumulative effect of this change increased the accumulated deficit and decreased additional paid-in capital as of February 1, 2016 by $1.5 million. Stock-based compensation expense for the year ended January 31, 2016 was recorded net of estimated forfeitures, which was based on historical forfeitures. In addition, the effect on our historical financial statements is limited to an immaterial cumulative-effect adjustment for previously unrecognized excess tax benefits as a deferred tax asset with an offset to opening accumulated deficit which was fully offset by a valuation allowance.

        Consolidated Statements of Cash Flows.     Starting February 1, 2016, we elected to early adopt ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments and ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash . ASU No. 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU No. 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. We adopted ASU No. 2016-15 and ASU No. 2016-18

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

using the retrospective transition method and adjusted the consolidated statements of cash flows in all comparative periods presented.

New Accounting Pronouncements Not Yet Adopted

        Stock-Based Compensation.     In May 2017, the Financial Accounting Standards Board, or FASB, issued ASU 2017-09, Compensation—Stock Compensation (Topic 718). The amendments in the update provide guidance on types of changes to the terms or conditions of share-based payment awards would be required to apply modification accounting under ASC 718. The new guidance becomes effective for us for the fiscal year ending January 31, 2018, though early adoption is permitted. We are currently evaluating whether this standard will have a material impact on our consolidated financial statements.

        Goodwill Impairment.     In January 2017, the FASB issued ASU 2017-04— Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . The new standard will simplify the measurement of goodwill by eliminating step two of the two-step impairment test. Step two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for us for the fiscal year ending January 31, 2022, though early adoption is permitted. We do not expect the adoption of the new accounting standard to have a material impact on the consolidated financial statements.

        Leases.     In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. ASU 2016-02 will be effective for us beginning in our first quarter of 2021, and early adoption is permitted. We are currently evaluating adoption methods and whether this standard will have a material impact on our consolidated financial statements.

        Revenue Recognition.     In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective for us at the earlier of losing the emerging growth company status or in our annual results for our fiscal year ending on January 31, 2020, though early adoption is permitted.

        Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ; and ASU 2016-20, Technical Corrections and Improvements to Topic 606 , which clarifies narrow aspects of ASC 606 or corrects unintended application of the guidance. We must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12, and ASU 2016-20 with ASU 2014-09 (collectively, the "new revenue standards").

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

1. Description of Operations and Summary of Significant Accounting Policies (Continued)

        We plan to adopt the new revenue standards using the full retrospective transition method when it becomes effective for us, which is at the earlier of losing the emerging growth company status or in our annual results for our fiscal year ending on January 31, 2020. While we are continuing to assess the potential impacts of the new revenue standards, we currently expect unearned subscription revenue will decline significantly upon adoption. Currently, as our subscription offerings include a software term license and PCS for which we have not established VSOE, the entire subscription fee is recognized ratably over the term of the contract. However, under the new revenue standards we would generally expect that substantially all software term license revenue related to the sale of our licenses will be recognized upon delivery. We are continuing to evaluate the effect that the new revenue standards will have on our consolidated financial statements and related disclosures, and preliminary assessments are subject to change.

2. Fair Value Measurements

        The following tables present information about our financial assets and liabilities that have been measured at fair value on a recurring basis as of January 31, 2016 and 2017 and July 31, 2017 (unaudited), and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value (in thousands):

 
  Fair Value Measurement at January 31, 2016  
 
  Level 1   Level 2   Level 3   Total  

Financial Assets:

                         

Cash and cash equivalents:

                         

Money market funds

  $ 18,043   $   $   $ 18,043  

Short-term investments:

                         

U.S. government treasury securities

    79,954             79,954  

Total financial assets

  $ 97,997   $   $   $ 97,997  

Financial Liability:

                         

Redeemable convertible preferred stock warrant liability

  $   $   $ 1,310   $ 1,310  

Total financial liability

  $   $   $ 1,310   $ 1,310  

 

 
  Fair Value Measurement at January 31, 2017  
 
  Level 1   Level 2   Level 3   Total  

Financial Assets:

                         

Cash and cash equivalents:

                         

Money market funds

  $ 35,104   $   $   $ 35,104  

U.S. government treasury securities

    20,000                 20,000  

Short-term investments:

                         

U.S. government treasury securities

    47,195             47,195  

Total financial assets

  $ 102,299   $   $   $ 102,299  

Financial Liability:

                         

Redeemable convertible preferred stock warrant liability

  $   $   $ 1,272   $ 1,272  

Total financial liability

  $   $   $ 1,272   $ 1,272  

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

2. Fair Value Measurements (Continued)

 
  Fair Value Measurement at July 31, 2017  
 
  Level 1   Level 2   Level 3   Total  
 
  (Unaudited)
 

Financial Assets:

                         

Cash and cash equivalents:

                         

Money market funds

  $ 28,167   $   $   $ 28,167  

Short-term investments:

                         

U.S. government treasury securities

    51,682             51,682  

Total financial assets

  $ 79,849   $   $   $ 79,849  

Financial Liability:

                         

Redeemable convertible preferred stock warrant liability

  $   $   $ 1   $ 1  

Total financial liability

  $   $   $ 1   $ 1  

        We utilized the market approach and Level 1 valuation inputs to value our money market mutual funds and U.S. government treasury securities because published net asset values were readily available. As of January 31, 2016 and 2017 and July 31, 2017 (unaudited), gross unrealized gains and unrealized losses for cash equivalent for short-term investments were not material, and the contractual maturity of all marketable securities was less than one year.

        We estimate the fair value of our redeemable convertible preferred stock warrant liability using the Black-Scholes pricing model. The significant unobservable inputs used in the fair value measurement of the redeemable convertible preferred stock warrant liability are the fair value of the underlying stock at the valuation date and the estimated term of the warrant. Generally, increases (decreases) in the fair value of the underlying stock and estimated term would result in a directionally similar impact to the fair value measurement, as recognized in other income (expense), net in the consolidated statements of operations. Our redeemable convertible preferred stock warrants are categorized as Level 3 because they were valued based on unobservable inputs and management's judgment due to the absence of quoted mark prices, inherent lack of liquidity and the long-term nature of such financial instruments.

        The following table presents a reconciliation of the redeemable convertible preferred stock warrant liability measured at fair value using significant unobservable inputs (in thousands):

 
  January 31,    
 
 
  July 31,
2017
 
 
  2016   2017  
 
   
   
  (Unaudited)
 

Fair value, beginning balance

  $ 1,211   $ 1,310   $ 1,272  

Issuance of redeemable convertible preferred stock warrants

    151          

Conversion of redeemable convertible preferred stock warrant liability into redeemable convertible preferred stock

            (1,170 )

Change in fair value of redeemable convertible preferred stock warrant liability

    (52 )   (38 )   (101 )

Fair value, ending balance

  $ 1,310   $ 1,272   $ 1  

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

3. Property and Equipment, Net

        Property and equipment, net consists of the following (in thousands):

 
  January 31,    
 
 
  July 31,
2017
 
 
  2016   2017  
 
   
   
  (Unaudited)
 

Servers

  $ 4,158   $ 4,175   $ 4,279  

Furniture and fixtures

    1,716     2,014     2,214  

Computer and office equipment

    414     309     323  

Purchased software

    791     702     959  

Leasehold improvements

    6,071     7,235     8,373  

Construction in process

    71     171     8  

Total property and equipment

    13,221     14,606     16,156  

Less: accumulated depreciation and amortization

    (7,190 )   (9,729 )   (11,056 )

Property and equipment, net

  $ 6,031   $ 4,877   $ 5,100  

        Depreciation and amortization expense related to property and equipment was $3.2 million, $2.9 million, $1.4 million and $1.4 million for the year ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), respectively.

4. Acquired Intangible Assets, Net

        The gross carrying amount and accumulated amortization of our intangible assets are as follows (in thousands):

 
  January 31, 2016  
 
  Gross
Carrying
Value
  Accumulated
Amortization
  Net Book
Value
 

Developed technology

  $ 4,300   $ (1,003 ) $ 3,297  

Domain name

    155     (58 )   97  

Total

  $ 4,455   $ (1,061 ) $ 3,394  

 

 
  January 31, 2017  
 
  Gross
Carrying
Value
  Accumulated
Amortization
  Net Book
Value
 

Developed technology

  $ 4,300   $ (1,863 ) $ 2,437  

Domain name

    155     (81 )   74  

Total

  $ 4,455   $ (1,944 ) $ 2,511  

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

4. Acquired Intangible Assets, Net (Continued)

 
  July 31, 2017  
 
  Gross
Carrying
Value
  Accumulated
Amortization
  Net Book
Value
 
 
  (Unaudited)
 

Developed technology

  $ 4,300   $ (2,293 ) $ 2,007  

Domain name

    155     (93 )   62  

Total

  $ 4,455   $ (2,386 ) $ 2,069  

        Acquired intangible assets are amortized on a straight-line basis. As of July 31, 2017 (unaudited), the weighted-average remaining useful lives of identifiable, acquisition-related intangible assets was 2.3 years for developed technology and 2.7 years for domain name. Amortization expense of intangible assets for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited) was $0.9 million, $0.9 million, $0.4 million and $0.4 million, respectively.

        As of January 31, 2017, future amortization expense related to the intangible assets is as follows (in thousands):

Years Ending January 31,
   
 

2018

  $ 883  

2019

    883  

2020

    741  

2021

    4  

Total

  $ 2,511  

        As of July 31, 2017 (unaudited), future amortization expense related to the intangible assets is as follows (in thousands):

Years Ending January 31,
   
 

Remainder of 2018

  $ 441  

2019

    883  

2020

    741  

2021

    4  

Total

  $ 2,069  

5. Commitments and Contingencies

Operating Leases

        We have entered into non-cancellable operating leases, primarily related to rental of office space expiring through 2027. We recognize operating lease costs on a straight-line basis over the term of the agreement, taking into account adjustments for market provisions such as free or escalating base monthly rental payments or deferred payment terms such as rent holidays that defer the commencement date of the required payments. We may receive renewal or expansion options, leasehold improvement allowances or other incentives on certain lease agreements. Total rent expense related to operating leases for the years ended January 31, 2016 and 2017 and the six months ended

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

5. Commitments and Contingencies (Continued)

July 31, 2016 and 2017 (unaudited) was $5.3 million, $7.0 million, $3.1 million and $4.2 million, respectively.

        In August 2016, we amended an existing irrevocable, standby letter of credit with Silicon Valley Bank for $0.5 million to serve as a security deposit for our lease in New York. The amendment reduced the letter of credit from $1.1 million to $0.5 million. In January 2017, we entered into an irrevocable, standby letter of credit with Silicon Valley Bank for $0.4 million to serve as a security deposit for our lease in Texas. These letters of credit mature at various dates, but do not extend beyond the corresponding lease agreements for which such letter of credit has been obtained.

Other Obligations

        We have entered into certain other non-cancellable agreements primarily for subscription and marketing services.

        Future minimum lease payments under noncancelable operating leases and other non-cancellable agreements as of January 31, 2017 were as follows (in thousands):

Year Ending January 31,
  Operating
Leases
  Other
Obligations
 

2018

  $ 8,361   $ 3,578  

2019

    7,204     350  

2020

    2,430      

2021

    2,363      

2022

    1,075      

Thereafter

    4,377      

Total minimum payments

  $ 25,810   $ 3,928  

        Future minimum lease payments under noncancelable operating leases and other non-cancellable agreements as of July 31, 2017 (unaudited), were as follows (in thousands):

Year Ending January 31,
  Operating
Leases
  Other
Obligations
 

Remainder of 2018

  $ 4,598   $ 2,543  

2019

    7,539     642  

2020

    2,478      

2021

    2,411      

2022

    1,123      

Thereafter

    4,613      

Total minimum payments

  $ 22,762   $ 3,185  

Legal Matters

        From time to time, we have become involved in claims and other legal matters arising in the ordinary course of business. We investigate these claims as they arise. Although claims are inherently

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

5. Commitments and Contingencies (Continued)

unpredictable, we are currently not aware of any matters that may have a material adverse effect on our business, financial position, results of operations or cash flows, individually or in the aggregate.

        We record an accrual for legal and other contingencies when losses are probable and estimable. From time to time, we are a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, and threatened claims, breach of contract claims, and other matters.

        Although the results of litigation and claims are inherently unpredictable, we believe that there was not at least a reasonable possibility that we had incurred a material loss with respect to such loss contingencies, as of January 31, 2016 and 2017 and July 31, 2017 (unaudited), therefore, we have not recorded an accrual for any contingencies.

Indemnification

        We enter into indemnification provisions under our agreements with other companies in the ordinary course of business, including business partners, contractors and parties performing its research and development. Pursuant to these arrangements, we agree to indemnify, hold harmless, and reimburse the indemnified party for certain losses suffered or incurred by the indemnified party as a result of our activities. The terms of these indemnification agreements are generally perpetual. The maximum potential amount of future payments we could be required to make under these agreements is not determinable. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these agreements is not material. We maintain commercial general liability insurance and product liability insurance to offset certain of our potential liabilities under these indemnification provisions.

        We have entered into indemnification agreements with each of our directors. These agreements require us to indemnify such individuals, to the fullest extent permitted by Delaware law, for certain liabilities to which they may become subject as a result of their affiliation with us.

6. Redeemable Convertible Preferred Stock

        Redeemable convertible preferred stock is issuable in one or more series, each with such designations, rights, qualifications, limitations, and restrictions as set forth in our certificate of incorporation. In January 2017, we issued 2,092,785 shares of Series F redeemable convertible preferred stock to an existing investor at a price of $16.724127 per share for a total gross consideration of $35.0 million.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

6. Redeemable Convertible Preferred Stock (Continued)

        Redeemable convertible preferred stock as of January 31, 2016 and 2017 and July 31, 2017 (unaudited) consists of the following (in thousands, except share data):

 
  January 31, 2016  
Redeemable Convertible Preferred Stock:
  Shares
Authorized
  Shares Issued
and
Outstanding
  Aggregate
Liquidation
Preference
  Carrying
Amount
 

Series A

    3,311,258     3,311,258   $ 1,500   $ 1,451  

Series B

    7,131,860     7,131,860     3,520     3,360  

Series C

    6,041,034     6,041,034     6,522     6,445  

Series D

    4,706,017     4,706,017     20,000     19,936  

Series E

    4,158,051     4,112,750     49,455     49,312  

Series F

    14,989,719     13,752,578     230,000     229,811  

Total redeemable convertible preferred stock

    40,337,939     39,055,497   $ 310,997   $ 310,315  

 

 
  January 31, 2017  
Redeemable Convertible Preferred Stock:
  Shares
Authorized
  Shares Issued
and
Outstanding
  Aggregate
Liquidation
Preference
  Carrying
Amount
 

Series A

    3,311,258     3,311,258   $ 1,500   $ 1,451  

Series B

    7,131,860     7,131,860     3,520     3,360  

Series C

    6,041,034     6,041,034     6,522     6,445  

Series D

    4,706,017     4,706,017     20,000     19,936  

Series E

    4,158,051     4,112,750     49,455     49,312  

Series F

    15,886,621     15,845,363     265,000     264,753  

Total redeemable convertible preferred stock

    41,234,841     41,148,282   $ 345,997   $ 345,257  

 

 
  July 31, 2017  
Redeemable Convertible Preferred Stock
  Shares
Authorized
  Shares
Issued and
Outstanding
  Aggregate
Liquidation
Preference
  Carrying
Amount
 
 
  (Unaudited)
 

Series A

    3,311,258     3,311,258   $ 1,500   $ 1,451  

Series B

    7,131,860     7,131,860     3,520     3,360  

Series C

    6,041,034     6,041,034     6,522     6,445  

Series D

    4,706,017     4,706,017     20,000     19,936  

Series E

    4,158,051     4,155,972     49,975     49,830  

Series F

    15,886,621     15,886,621     265,690     265,406  

Total redeemable convertible preferred stock

    41,234,841     41,232,762   $ 347,207   $ 346,428  

        The terms of our redeemable convertible preferred stock are summarized below:

Conversion

        Each share of redeemable convertible preferred stock is convertible at the option of the holder into such number of Class B common stock as is determined by dividing the original issue price of the

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

6. Redeemable Convertible Preferred Stock (Continued)

applicable series of redeemable convertible preferred stock by the conversion price for the applicable series of redeemable convertible preferred stock in effect at the time of the conversion. The conversion price and the original purchase price for each series of redeemable convertible preferred stock is subject to adjustment for certain events, including subdivisions, dividends, stock splits or combinations of common stock, reclassifications, exchange and substitution or for dilutive issuances. All shares of redeemable convertible preferred stock will be automatically converted to Class B common stock at the then-effective conversion rate following the approval, (a) by affirmative vote, written consent, or agreement, of the holders of at least 50% of the outstanding redeemable convertible preferred stock (including at least 50% of the outstanding Series F redeemable convertible preferred stock unless the conversion is in connection with the consummation of a redeemable convertible preferred stock financing at a price per share less than the Series F redeemable convertible preferred stock conversion price) or (b) upon closing of the sale of our Class A common stock to the public, in a firm-commitment underwritten public offering listed on the NASDAQ Stock Market or the New York Stock Exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $40.0 million in gross proceeds to us, constituting a qualifying IPO. As of January 31, 2016 and 2017 and July 31, 2017 (unaudited), the Series A, B, C, D and E redeemable convertible preferred stock are convertible into shares of Class B common stock at 1:0.75, and the Series F redeemable convertible preferred stock is convertible into shares of Class B common stock at 1:0.5.

        Adjustment of Conversion Price for Qualifying Dilutive Issuances.     In the event we issue additional shares of Class B common stock after the original issue date without consideration or for a consideration per share less than the redeemable convertible preferred stock conversion price in effect immediately prior to such issuance, the conversion price will be reduced to a price equal to such conversion price multiplied by the following fraction:

    the numerator of which is equal to the sum of (i) the number of shares of Class B common stock outstanding immediately prior to such issuance; and (ii) the number of shares of Class B common stock that would have been issued if such additional shares of Class B common stock had been issued at a price per share equal to the conversion price in effect immediately prior to such issuance; and

    the denominator of which is equal to the number of shares of Class B common stock outstanding immediately prior to such issuance plus the number of additional shares of Class B common stock so issued.

Liquidation Preference

        Upon liquidation, dissolution, winding up of the Company, or a change in control, each a deemed liquidation event, either voluntarily or involuntarily, the holders of redeemable convertible preferred stock will receive an amount per share equal to the greater of: (i) the original issue price plus any dividends declared but unpaid thereon; or (ii) such amount per share as would have been payable had all series of redeemable convertible preferred stock been converted into Class B common stock, on a pari passu basis, and prior and in preference to any payment or distribution to holders of common stock. The original issue price for the Series A, B, C, D, E, F redeemable convertible preferred stock is $0.453, $0.493537, $1.079573108, $4.2498787, $12.024864, and $16.724127 per share, respectively. If assets remain available for distribution after the distribution of all preferential amounts to holders of

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

6. Redeemable Convertible Preferred Stock (Continued)

redeemable convertible preferred stockholders, the remaining assets will be distributed on an equal priority to the holders of Class A and Class B common stock on a pro rata basis.

Voting

        The holders of the redeemable convertible preferred stock are entitled to the number of votes equal to the number of shares of Class B common stock into which its respective shares of redeemable convertible preferred stock is convertible on the record date for the vote. The holders of Series E redeemable convertible preferred stock are entitled to elect one non-voting director. The holders of Series A, Series B and Series D redeemable convertible preferred stock, each voting as a separate class, are each entitled to elect one director. The holders of common stock, voting as a separate class, are entitled to elect four directors. The holders of redeemable convertible preferred stock and common stock, voting together as a single class on an as-if-converted basis, are entitled to elect the remaining directors.

Dividends

        Holders of redeemable convertible preferred stock are entitled to receive noncumulative dividends at the rate of 8% of their applicable original issue price per share (as adjusted for any stock dividends, combinations, recapitalizations, or stock splits), on a pari passu basis when, as, and if, declared by our Board of Directors. No dividends will be paid to holders of common stock at a rate greater than that paid to the holders of redeemable convertible preferred stock. After payment in full of such amounts as set forth above, any additional dividends declared will be distributed among all holders of redeemable convertible preferred stock and common stock on an as-if-converted basis. No dividends have been declared by our Board of Directors for any of the periods presented.

Redemption

        Our redeemable convertible preferred stock does not contain any date-certain redemption features. Shares of redeemable convertible preferred stock are redeemable at a price equal to their applicable original issue price, plus all declared but unpaid dividends thereon, in three annual installments commencing not more than 60 days after receipt of written notice from holders of at least 50% of the then-outstanding shares of redeemable convertible preferred stock on or after October 2, 2018.

        We classify our redeemable convertible preferred stock outside of stockholders' deficit since the redemption of the redeemable convertible preferred stock, including the occurrence of deemed liquidation event, is not solely within our control. The carrying values of the redeemable convertible preferred stock were not adjusted to its redemption amount or liquidation values since the redemption or deemed liquidation event was not probable at any of the balance sheet dates. Subsequent adjustments to increase or decrease the carrying values to the ultimate redemption amount or liquidation values will be made only if and when it becomes probable that such an event will occur.

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Table of Contents


MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

7. Stockholders' Equity

Class A and Class B Common Stock

        We have two classes of common stock, Class A and Class B. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share. Shares of Class B common stock may be converted to Class A common stock at any time at the option of the stockholder. Shares of Class B common stock automatically convert to Class A common stock following the closing of the IPO upon the following: (i) sale or transfer of such share of Class B common stock, subject to specified permitted transfers; (ii) the death of the Class B common stockholder (or nine months after the date of death if the stockholder is one of the founders); and (iii) on the final conversion date, defined as the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B common stock represent less than 10% of the then-outstanding Class A and Class B common stock; or (b) the date specified by vote of our Board of Directors and the holders of a majority of the outstanding shares of Class B common stock and redeemable convertible preferred stock, voting together as a single class on an as-converted basis.

        Class A and Class B common stock are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise noted.

Common Stock Reserved for Issuance

        Class A and Class B common stock has been reserved, on an as-if-converted basis, for future issuance as follows:

 
  January 31, 2016  
 
  Class A   Class B  

Conversion of outstanding redeemable convertible preferred stock

        25,853,450  

Warrants to purchase redeemable convertible preferred stock

        54,604  

Warrants to purchase common stock

        122,043  

Outstanding stock options to purchase common stock

        9,322,281  

Options available for future issuance

        974,433  

Total

        36,326,811  

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Table of Contents


MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

7. Stockholders' Equity (Continued)


 
  January 31, 2017  
 
  Class A   Class B  

Conversion of outstanding redeemable convertible preferred stock

        26,899,842  

Warrants to purchase redeemable convertible preferred stock

        54,604  

Warrants to purchase common stock

        122,043  

Outstanding stock options to purchase common stock

    345,000     10,745,597  

Options available for future issuance

    678,260      

Total

    1,023,260     37,822,086  

 

 
  July 31, 2017  
 
  Class A   Class B  
 
  (Unaudited)
 

Conversion of outstanding redeemable convertible preferred stock

        26,952,887  

Warrants to purchase redeemable convertible preferred stock

        1,559  

Warrants to purchase common stock

        122,043  

Outstanding stock options to purchase common stock

    2,918,476     9,514,220  

Restricted stock units

    25,000      

Options available for future issuance

    1,389,364      

Total

    4,332,840     36,590,709  

8. Warrants

Redeemable Convertible Preferred Stock Warrants

        In June 2012 and July 2013, in connection with a software development contract with a customer, we issued warrants to purchase Series E and Series F redeemable convertible preferred stock at an exercise price of $0.01 per share. The number of shares of redeemable convertible preferred stock available for purchase under the warrant is determined based on a pro rata portion of installation payments received from the customer. The warrants expire at the earlier of (i) June 29, 2017 for Series E warrants and July 31, 2018 for Series F warrants; and (ii) the consummation of an acceleration event, including sale of all or substantially all of our assets, change in control, closing of a firm-commitment underwritten public offering, and completion of a liquidation event. During the year ended January 31, 2016, we issued 9,148 shares of Series F warrants under the arrangement and determined the fair value on issuance date to be $151,000. These warrants were recognized as a reduction of deferred revenue with a corresponding increase in redeemable convertible preferred stock warrant liability. The fair value was estimated using the Black-Scholes pricing model based on the following assumptions: expected term of 2.75 years, risk-free interest rate of 0.98%, expected volatility of 39.0% and expected dividend yield of 0%. As of January 31, 2016 and 2017 (unaudited), 43,222 shares of Series E redeemable convertible preferred stock warrants and 41,258 shares of Series F redeemable convertible preferred stock warrants were outstanding. No additional warrant shares are

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Table of Contents


MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

8. Warrants (Continued)

issuable under the arrangement. During the six months ended July 31, 2017 (unaudited), warrants to purchase 43,222 shares of Series E redeemable convertible preferred stock and 41,258 shares of Series F redeemable convertible preferred stock were exercised. Upon the exercise of these warrants, the aggregate fair value of the Series E and Series F redeemable convertible preferred stock warrant liabilities were remeasured to be $1.2 million on the exercise date and were reclassified to redeemable convertible preferred stock.

        In November 2012, in connection with a service contract with another customer, we issued a warrant to purchase 2,079 shares of Series E redeemable convertible preferred stock at an exercise price of $12.025 per share. The warrant expires at the earlier of (i) November 5, 2017; (ii) the date of closing of the issuance and sale of shares of common stock in an initial public offering; (iii) change in control; and (iv) sale of all or substantially all of our assets. As of January 31, 2016 and 2017 and July 31, 2017 (unaudited), all of these warrants were still outstanding.

        The redeemable convertible preferred stock warrants are classified as a liability on the consolidated balance sheet. At each reporting date, we remeasure the redeemable convertible preferred stock warrant liabilities to their fair value and changes in fair value of warrant liability are recorded in other income (expense), net in the consolidated statements of operations. As of January 31, 2016 and 2017 and July 31, 2017 (unaudited), we estimated the fair value of the redeemable convertible preferred stock warrants using the Black-Scholes option-pricing model with the following assumptions:

 
  January 31,    
 
  July 31,
2017
 
  2016   2017
 
   
   
  (Unaudited)

Series E Redeemable Convertible Preferred Stock Warrants

           

Expected term (in years)

  1.41 - 1.76   0.41 - 0.76   0.27

Expected volatility

  37% - 38%   32% - 33%   27%

Risk-free interest rate

  0.6% - 0.7%   0.6% - 0.7%   1.06%

Dividend rate

  0%   0%   0%

Series F Redeemable Convertible Preferred Stock Warrants

           

Expected term (in years)

  2.5   1.5  

Expected volatility

  38%   41%  

Risk-free interest rate

  0.9%   1.0%  

Dividend rate

  0%   0%  

Common Stock Warrants

        In April 2013, in connection with a lease agreement and a loan agreement with the same financial institution, we issued immediately exercisable and fully vested warrants to purchase an aggregate of 116,258 shares of Class B common stock at an exercise price of $5.72 per share. These warrants expire at the later of (i) April 29, 2020; or (ii) five years from the effective date of an initial public offering closed prior to April 29, 2020.

        In April 2013, in connection with a loan agreement with another financial institution, we issued immediately exercisable and fully vested warrants to purchase 5,785 shares of Class B common stock at an exercise price of $5.72 per share. These warrants expire at the earlier of (i) April 29, 2023; and (ii) a change in control event including sale of all or substantially all of our assets, merge or

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Table of Contents


MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

8. Warrants (Continued)

consolidation of the Company in which the stockholders immediately prior to such merger own less than a majority of the outstanding voting power of the successor entity, and sale or transfer of shares representing at least a majority of our then-outstanding combined voting power.

        Warrants to purchase Class B common stock are accounted for as equity instruments. We estimated the aggregate fair value of the common stock warrants on issuance date to be $0.3 million, which was recorded in additional paid-in capital on the consolidated balance sheets. No common stock warrants were granted or exercised during the years ended January 31, 2016 and 2017 and the six months ended July 31, 2017 (unaudited).

9. Equity Incentive Plans

2008 and 2016 Stock Plan

        In 2008 and 2016, we adopted the 2008 Stock Incentive Plan as amended, or the 2008 Plan, and the 2016 Equity Incentive Plan, or the 2016 Plan, for the purpose of granting stock-based awards to employees, directors, and consultants, including stock options and other stock-based awards including restricted stock units, or RSUs. With the establishment of the 2016 Plan in December 2016, all shares available for grant under the 2008 Plan were transferred to the 2016 Plan. We no longer grant any stock-based awards under the 2008 Plan and any shares underlying stock options cancelled under the 2008 Plan will be automatically transferred to the 2016 Plan. Stock options granted under the stock option plans may be either incentive stock options, or ISOs, or nonstatutory stock options, or NSOs. ISOs may be granted to employees and NSOs may be granted to employees, directors, or consultants. As of January 31, 2017, we made one ISO grant, all other stock options outstanding were granted as NSOs. The exercise prices of the stock option grants must be not less than 100% of the fair value of the common stock on the grant date as determined by the Board of Directors. If, at the date of grant, the optionee owns more than 10% of the total combined voting power of all classes of outstanding stock, or a 10% stockholder, the exercise price must be at least 110% of the fair value of the common stock on the date of grant as determined by the Board of Directors. Options granted are exercisable over a maximum term of 10 years from the date of grant or five years from the date of grant for ISOs granted to any 10% stockholder. Stock option awards generally vest over a period of four years with 25% vesting on the one year anniversary of the award and the remainder vesting monthly over the next 36 months of the grantee's service to the Company. All outstanding restricted stock awards were fully vested in January 2014, and no restricted stock awards were granted during the years ended January 31, 2016 and 2017. During the six months ended July 31, 2017 (unaudited), 25,000 RSUs were granted under the 2016 Plan. Our Board of Directors determines the vesting schedule for all equity awards. We generally perform a valuation analysis of our common stock on a quarterly basis.

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Notes to Consolidated Financial Statements (Continued)

9. Equity Incentive Plans (Continued)

        The following table summarizes stock option activity for the 2008 and 2016 Plans (in thousands, except share and per share data and years):

 
   
  Options Outstanding  
 
  Shares
Available
for Grant
  Shares   Weighted-
Average
Exercise
Price Per
Share
  Weighted-
Average
Remaining
Contractual
Term
(In Years)
  Aggregate
Intrinsic
Value
 

Balance—January 31, 2015

    1,083,312     8,527,384   $ 11.05     8.8   $ 50,720  

Authorized

    1,250,000                      

Options granted

    (2,525,906 )   2,525,906     17.05              

Options exercised

        (579,390 )   5.36              

Options forfeited and expired

    1,151,619     (1,151,619 )   9.65              

Early exercised shares repurchased

    15,408                      

Balance—January 31, 2016

    974,433     9,322,281     13.20     8.3     8,459  

Authorized

    3,000,000                      

Options granted

    (4,404,228 )   4,404,228     6.74              

Options exercised

        (1,534,211 )   5.43              

Options forfeited and expired

    1,101,701     (1,101,701 )   11.09              

Early exercised shares repurchased

    6,354                      

Balance—January 31, 2017

    678,260     11,090,597     6.47     8.2     21,717  

Authorized (unaudited)

    3,000,000                      

Options granted (unaudited)

    (2,767,425 )   2,767,425     9.06              

Options exercised (unaudited)

        (932,156 )   6.40              

Restricted stock units granted (unaudited)

    (25,000 )                    

Early exercised shares repurchased (unaudited)

    10,359                      

Options forfeited and expired (unaudited)

    493,170     (493,170 )   7.34              

Balance—July 31, 2017 (unaudited)

    1,389,364     12,432,696   $ 7.02     8.1   $ 51,788  

Options vested and exercisable—January 31, 2017

          4,344,092   $ 6.21     7.3   $ 9,875  

Options vested and exercisable—July 31, 2017 (unaudited)

          4,722,644   $ 6.26     7.0   $ 23,300  

        For the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), total estimated fair value for stock-based compensation awards granted to employees was $19.0 million, $11.7 million, $9.1 million and $10.9 million, respectively. The weighted-average grant-date fair value of options granted to employees for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), was $7.53 per share, $2.91 per share, $2.86 per share and $3.96 per share, respectively. The intrinsic value of options exercised for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), was determined to be $6.5 million, $2.9 million, $1.2 million and $2.4 million, respectively.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Equity Incentive Plans (Continued)

        The total grant date fair value of options vested for the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), was $11.6 million, $15.5 million, $8.0 million and $6.7 million, respectively. As of January 31, 2017 and July 31, 2017 (unaudited), we had stock-based compensation expenses of $36.7 million and $37.3 million, respectively, related to unvested stock options that we expect to recognize over a weighted-average period of 2.59 years and 2.63 years, respectively.

Stock Option Repricing

        On April 13, 2016, we amended all then-current employee and active non-employee stock options with an exercise price greater than $6.50 per share that remained outstanding and unexercised on such date to reprice their respective exercise prices to $6.50 per share, the fair market value of our common stock as of April 13, 2016, as determined by the Board of Directors. Pursuant to this repricing, options to purchase 6,898,736 shares of common stock were repriced, including options to purchase 3,303,786 shares of common stock held by our executive officers. We determined the total incremental compensation expenses related to the repriced awards was $10.7 million, of which $5.6 million was recorded in the year ended January 31, 2017 and $1.2 million in the six months ended July 31, 2017 (unaudited).

Early Exercise of Stock Options

        We allow employees and directors to exercise options granted prior to vesting. The unvested shares are subject to lapsing repurchase rights upon termination of employment. For early exercised stock options under the 2008 Plan, the repurchase price is at the original purchase price. For early exercised stock options under the 2016 Plan, the repurchase price is the lower of (i) the then-current fair market value of the common stock on the date of repurchase, and (ii) the original purchase price. The proceeds initially are recorded in other current and noncurrent liabilities from the early exercise of stock options and reclassified to common stock and paid-in capital as the repurchase right lapses.

        For the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), we issued common stock of 12,105, 240,678, 181,467 and 258,764 shares for stock options exercised prior to vesting, respectively. For the years ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), we repurchased 15,408, 6,354, 79 and 10,359 shares of common stock related to unvested stock options at the original exercise price due to the termination of employees. As of January 31, 2016 and 2017 and July 31, 2017 (unaudited), 15,195, 118,059 and 289,730 shares held by employees and directors were subject to potential repurchase at an aggregate price of $0.2 million, $0.8 million and $2.1 million, respectively.

2016 China Stock Appreciation Rights Plan

        In April 2016, we adopted the 2016 China Stock Appreciation Rights Plan, or the China SAR Plan, for our employees in China. The China SAR Plan includes a service vesting condition and a performance vesting condition. The service vesting condition is generally over four years with 25% vesting on the one year anniversary of the award and the remainder vesting monthly over the next 36 months of the grantee's service to the Company. The performance vesting condition is defined as our common stock being publicly traded (a qualifying liquidity event). The China SAR Plan units are

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Equity Incentive Plans (Continued)

cash settled upon exercise and will be paid as a cash bonus equal to the difference between the strike price of the vested plan units and the then-current fair market value of common stock.

        For the year ended January 31, 2017, we granted 21,500 units of the China SAR Plan at a weighted average strike price of $6.78 per share. We granted no units under this plan for the six months ended July 31, 2017 (unaudited). All of the units granted in the year ended January 31, 2017 are still outstanding as of January 31, 2017 and July 31, 2017 (unaudited). We did not recognize any compensation expenses related to the China SAR Plan units because we did not believe the performance conditions to be probable until the occurrence of a qualifying liquidity event.

Restricted Stock Units

        During the six months ended July 31, 2017 (unaudited), we granted 25,000 RSUs to one of our directors with a total grant date fair value of $0.3 million. The RSUs vest on the one-year anniversary of the grant date in June 2018. No RSUs were vested as of July 31, 2017 (unaudited).

Determination of Fair Value

        The determination of the fair value of stock options on the date of grant using an option-pricing model is affected by the estimated fair value of our common stock, as well as assumptions regarding a number of complex and subjective variables. The variables used to calculate the fair value of stock options using the Black-Scholes option-pricing model include actual and projected employee stock option exercise behaviors, expected price volatility of our common stock, the risk-free interest rate and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine.

        Fair Value of Common Stock.     The fair value of common stock underlying the stock options has historically been determined by our Board of Directors, with input from our management. Because there has been no public market for our common stock, the Board of Directors has determined the fair value of the common stock at the time of grant of the options by considering a number of objective and subjective factors, including valuations of comparable companies, sales of redeemable convertible preferred stock, sale of common stock to unrelated third parties, operating and financial performance, the lack of liquidity of our capital stock, and general and industry-specific economic outlook. The fair value of the underlying common stock will be determined by the Board of Directors until such time as our common stock is listed on an established stock exchange or national market system.

        Expected Term.     The expected term represents the period that stock-based awards are expected to be outstanding. For option grants that are considered to be "plain vanilla," we determine the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For other option grants, we estimate the expected term using historical data on employee exercises and post-vesting employment termination behavior taking into account the contractual life of the award.

        Expected Volatility.     Since we do not have a trading history of our common stock, the expected volatility is derived from the average historical stock volatilities of several unrelated public companies within our industry that we considers to be comparable to our own business over a period equivalent to the expected term of the stock option grants.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

9. Equity Incentive Plans (Continued)

        Risk-Free Interest Rate.     The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities approximately equal to the option's expected term.

        Dividend Rate.     The expected dividend was assumed to be zero as we has never paid dividends and has no current plans to do so.

        The fair value of stock options granted was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

 
  Year Ended January 31,   Six Months Ended July 31,
 
  2016   2017   2016   2017
 
   
   
  (Unaudited)

Expected term (in years)

  6.08   6.29   6.32   6.07

Expected volatility

  43% - 45%   41% - 44%   42% - 44%   42% - 43%

Risk-free interest rate

  1.5% - 1.9%   1.2% - 2.0%   1.2% - 2.0%   1.9% - 2.0%

Dividend yield

  0%   0%   0%   0%

Stock-Based Compensation Expense

        Total stock-based compensation expense recognized in our consolidated statements of operations is as follows (in thousands):

 
  Year Ended
January 31,
  Six Months Ended
July 31,
 
 
  2016   2017   2016   2017  
 
   
   
  (Unaudited)
 

Cost of revenue—subscription

  $ 282   $ 570   $ 294   $ 321  

Cost of revenue—services

    272     482     327     170  

Sales and marketing

    3,524     5,514     3,251     2,697  

Research and development

    4,034     5,755     3,312     2,567  

General and administrative

    4,675     8,683     5,099     3,616  

Total stock-based compensation expense

  $ 12,787   $ 21,004   $ 12,283   $ 9,371  

10. Net Loss per Share Attributable to Common Stockholders

        The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

10. Net Loss per Share Attributable to Common Stockholders (Continued)

        The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share data):

 
  Year Ended January 31,   Six Months Ended July 31,  
 
  2016   2017   2016   2017  
 
   
   
   
  (Unaudited)
 

Net loss attributable to common stockholders

  $ (73,486 ) $ (86,681 ) $ (45,326 ) $ (45,769 )

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted

    11,240,696     12,211,711     11,763,154     13,386,109  

Net loss per share attributable to common stockholders, basic and diluted

  $ (6.54 ) $ (7.10 ) $ (3.85 ) $ (3.42 )

        The following weighted-average outstanding potentially dilutive common shares were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because the impact of including them would have been antidilutive:

 
  Year Ended January 31,   Six Months Ended July 31,  
 
  2016   2017   2016   2017  
 
   
   
  (Unaudited)
 

Redeemable convertible preferred stock (on an if-converted basis)

    25,853,450     25,856,309     25,853,450     26,910,099  

Redeemable convertible preferred stock warrants (on an if-converted basis)

    54,604     54,604     54,604     44,514  

Common stock warrants

    122,043     122,043     122,043     122,043  

Stock options to purchase Class B common stock

    8,844,392     10,777,310     10,493,952     10,015,105  

Stock options to purchase Class A common stock

        52,663         1,681,243  

Early exercised stock options

    29,744     79,394     42,274     199,722  

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

10. Net Loss per Share Attributable to Common Stockholders (Continued)

    Unaudited Pro Forma Net Loss per Share Attributable to Common Stockholders

        A reconciliation of the numerator and denominator used in the calculation of unaudited pro forma basic and diluted loss per share is as follows (in thousands, except share and per share data):

 
  Year Ended
January 31, 2017
  Six Months
Ended
July 31, 2017
 
 
  (Unaudited)
  (Unaudited)
 

Net loss attributable to common stockholders, basic and diluted

  $ (86,681 ) $ (45,769 )

Change in fair value of convertible redeemable preferred stock warrant liability

    (38 )   (101 )

Pro Forma net loss attributable to common stockholders used to compute pro forma net loss per share, basic and diluted

    (86,719 )   (45,870 )

Weighted-average shares used to compute net loss per share attributable to common stockholders, basic and diluted

    12,211,711     13,386,109  

Pro forma adjustments to reflect conversion of redeemable convertible preferred stock

    25,856,309     26,910,099  

Weighted-average shares used to compute pro forma net loss per share attributable to common stockholders, basic and diluted

    38,068,020     40,296,208  

Pro forma net loss per share attributable to common stockholders, basic and diluted

  $ (2.28 ) $ (1.14 )

11. Income Taxes

        The components of loss before provision for income taxes were as follows (in thousands):

 
  Year Ended January 31,  
 
  2016   2017  

United States

  $ (44,218 ) $ (55,878 )

Foreign

    (28,826 )   (30,084 )

Total

  $ (73,044 ) $ (85,962 )

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Income Taxes (Continued)

        The components of the provision for income taxes were as follows (in thousands):

 
  Year Ended
January 31,
 
 
  2016   2017  

Current:

             

Federal

  $   $  

State

    134     97  

Foreign

    310     626  

Total

    444     723  

Deferred:

             

Federal

    58     39  

State

    8     4  

Foreign

    (68 )   (47 )

Total

    (2 )   (4 )

Provision for income taxes

  $ 442   $ 719  

        The items accounting for the difference between income taxes computed at the federal statutory income tax rate of 34% and the provision for income taxes consisted of the following (in thousands):

 
  Year Ended January 31,  
 
  2016   2017  

Income tax benefit at statutory rate

  $ (24,834 ) $ (29,228 )

State taxes, net of federal benefit

    141     101  

Impact of foreign income taxes

    6,767     7,053  

Stock based compensation

    827     1,796  

Non-deductible expenses

    368     531  

Change in valuation allowance

    17,197     19,390  

Research and development credits

    (894 )   (775 )

Prior year true ups

    (103 )   918  

Other

    973     933  

Provision for income taxes

  $ 442   $ 719  

        At January 31, 2017, we had net operating loss, or NOL, carryforwards for federal, state and Irish income tax purposes of $175.6 million, $138.6 million and $119.3 million, respectively, which begin to expire in the year ending January 31, 2028 for federal purposes and for the year ending January 31, 2021 for state purposes. Ireland allows NOLs to be carried forward indefinitely. The deferred tax assets associated with the NOL carryforwards in each of these jurisdictions are subject to a full valuation allowance. Under Section 382 of the U.S. Internal Revenue Code of 1986, a corporation that experiences an "ownership change" is subject to a limitation on our ability to utilize our pre-change NOLs to offset future taxable income. In April 2017, we completed an analysis under Section 382 to evaluate whether there are any limitations on our NOLs through January 31, 2017 and concluded that any prior ownership changes do not limit the utilization of the NOLs before they expire assuming sufficient future federal and state taxable income. However, it is possible that we could experience a

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Income Taxes (Continued)

future ownership change under Section 382 or other regulatory changes, such as suspension on the use of the NOLs, that could result in the expiration of our NOLs or otherwise cause them to be unavailable to offset future federal and state taxable income.

        Deferred income taxes arise from temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax reporting purposes, as well as operating losses and tax credit carryforwards.

        Significant components of our deferred tax assets for federal and state income taxes are as follows at January 31, 2016 and 2017, respectively (in thousands):

 
  Year Ended January 31,  
 
  2016   2017  

Deferred tax assets:

             

Net operating loss carryforwards

  $ 59,604   $ 82,762  

Deferred revenue

    2,446     1,683  

Other liabilities and accruals

    5,142     7,863  

Depreciable assets

    1,326     1,919  

Other reserves

    242     352  

Gross deferred tax assets

    68,760     94,579  

Valuation allowance

    (68,692 )   (94,465 )

Total deferred tax assets, net of valuation allowance

    68     114  

Deferred tax liability:

             

Goodwill

    (66 )   (108 )

Total deferred tax liability

    (66 )   (108 )

Net deferred tax assets

  $ 2   $ 6  

        Deferred tax assets are recognized when management believes it is more likely than not that they will be realized. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the significant negative evidence resulting from losses since inception in the U.S. federal, U.S. state and Ireland jurisdictions, management maintains a full valuation allowance against the net deferred tax assets in these jurisdictions. The valuation allowance for deferred tax assets as of January 31, 2016 and January 31, 2017 was $68.7 million and $94.5 million, respectively. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax planning strategies in making this assessment.

        The calculation of our tax obligations involves dealing with uncertainties in the application of complex tax laws and regulations. ASC 740, Income Taxes , provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

11. Income Taxes (Continued)

technical merits. We have assessed our income tax positions and recorded tax benefits for all years subject to examination, based upon our evaluation of the facts, circumstances and information available at each period end. For those tax positions where we have determined there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is determined there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized.

        Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. As we expand internationally, we will face increased complexity, and our unrecognized tax benefits may increase in the future. We make adjustments to our reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. 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.

        The activity within our unrecognized gross tax benefits was as follows (in thousands):

 
  Year Ended
January 31,
 
 
  2016   2017  

Unrecognized tax benefits at beginning of year

  $ 2,229   $ 3,411  

Decreases in tax positions in prior years

        (83 )

Additions based on tax positions in the current year

    1,182     1,072  

Unrecognized tax benefits at end of year

  $ 3,411   $ 4,400  

        We have not provided for U.S. federal income and foreign withholding taxes on approximately $1.2 million of undistributed earnings from non-U.S. operations as of January 31, 2017 because we intend to reinvest such earnings indefinitely outside of the United States. If we were to distribute these earnings, foreign tax credits may become available under current law to reduce the resulting U.S. income tax liability. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable due to the fact that the amount and timing of a hypothetical distribution is unknown.

        We are not currently under Internal Revenue Service, state, or foreign income tax examination. We do not anticipate any significant increases or decreases in our uncertain tax positions within the next twelve months. We file tax returns in the United States for federal, New York, California and other states. All tax years remain open to examination for both federal and state purposes as a result of the net operating loss and credit carryforwards. We file foreign tax returns in various locations. These foreign returns are open to examination for the years ending January 31, 2012 through January 31, 2016.

12. Segments

        We operate as one operating segment as we only report financial information on an aggregate and consolidated basis to our Chief Executive Officer, who is our chief operating decision maker. The

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

12. Segments (Continued)

following table sets forth our total revenue by geographic areas based on the customers' location (in thousands):

 
  Year Ended
January 31,
  Six Months Ended
July 31,
 
 
  2016   2017   2016   2017  
 
   
   
  (Unaudited)
 

Americas

  $ 45,231   $ 69,068   $ 30,686     46,920  

Europe

    17,685     29,139     13,073     18,922  

APAC

    2,355     3,151     1,360     2,148  

Total

  $ 65,271   $ 101,358   $ 45,119     67,990  

        Customers located in the United States accounted for 69%, 65%, 66% and 65% of total revenue for the year ended January 31, 2016 and 2017 and the six months ended July 31, 2016 and 2017 (unaudited), respectively. Customers located in the United Kingdom accounted for 11%, 11%, and 10% for the year ended January 31, 2017 and the six months ended July 31, 2016 and 2017 (unaudited), respectively. No other country accounted for 10% or more of revenue for the periods presented.

        As of January 31, 2016 and 2017 and July 31, 2017 (unaudited), substantially all of our long-lived assets were located in the United States.

13. Related Party Transactions

        All contracts with related parties are executed in ordinary course of business. There were no material related party transactions in the fiscal years ending January 31, 2016 or 2017 or the six months ended July 31, 2017 (unaudited). As of January 31, 2016 and 2017 and July 31, 2017 (unaudited), there were no material amounts payable to or amounts receivable from related parties.

14. Subsequent Events

        We have evaluated subsequent events through June 7, 2017, which is the date the annual audited consolidated financial statements were issued. In connection with the reissuance of the audited consolidated financial statements to reflect the 1-for-2 reverse stock split as described in Note 1, we have evaluated subsequent events through October 6, 2017, the date the audited consolidated financial statements were available to be reissued.

        On April 5, 2017, our Board of Directors authorized an additional 3,000,000 shares to our 2016 Plan which increased the number of shares of Class A common stock reserved for future issuance.

        In April 2017, we granted stock options to purchase an aggregate of 2,113,375 shares of Class A common stock with an exercise price of $8.40 per share. These stock options have a grant date fair value of $7.7 million that is expected to be recognized over a weighted-average requisite service period of four years.

15. Subsequent Events (unaudited)

        In preparing the unaudited interim consolidated financial statements as of July 31, 2017 and for the six months then ended, we have evaluated subsequent events through September 21, 2017, the date

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MongoDB, Inc.

Notes to Consolidated Financial Statements (Continued)

15. Subsequent Events (unaudited) (Continued)

the unaudited interim consolidated financial statements were issued. In connection with the reissuance of the unaudited interim consolidated financial statements to reflect the 1-for-2 reverse stock split as described in Note 1, we have evaluated subsequent events through October 6, 2017, the date the unaudited interim consolidated financial statements were available to be reissued.

        In August 2017, we entered into non-cancellable capacity commitments with a hosting infrastructure vendor for a total value of $6.1 million over the next three years.

        In September 2017, we granted stock options to purchase an aggregate of 661,600 shares of Class A common stock with an exercise price of $13.50 per share. These stock options have a grant date fair value of $6.6 million that is expected to be recognized over a weighted-average requisite service period of four years.

        On October 5, 2017, the Company effected a 1-for-2 reverse stock split of its issued and outstanding shares of common stock and accordingly adjusted the conversion rate of its redeemable convertible preferred stock. All issued and outstanding share and per share amounts included in the accompanying unaudited consolidated financial statements have been adjusted to reflect this reverse stock split for all periods presented (see Note 1).

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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 costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the sale of the Class A common stock being registered. All amounts shown are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and the exchange listing fee.

 
  Amount to
be Paid
 

SEC registration fee

  $ 22,908  

FINRA filing fee

    28,100  

NASDAQ Global Market initial listing fee

    125,000  

Printing and engraving expenses

    250,000  

Legal fees and expenses

    1,150,000  

Accounting fees and expenses

    1,500,000  

Transfer agent and registrar fees

    5,000  

Miscellaneous fees and expenses

    68,992  

Total

  $ 3,150,000  

Item 14.     Indemnification of Directors and Officers.

        We are incorporated under the laws of the State of Delaware. Section 102 of the Delaware General Corporation Law permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

        Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to 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 other adjudicating court determines that, despite the adjudication of liability but in view of all of 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.

        As permitted by the Delaware General Corporation Law, (A) our amended and restated certificate of incorporation will provide that we are authorized to indemnify our directors and officers (and any other persons whom applicable law permits) to the fullest extent permitted by Delaware law and (B) our amended and restated bylaws will provide that: (1) we are required to indemnify our directors

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and executive officers to the fullest extent permitted by the Delaware General Corporation Law; (2) we may, in our discretion, indemnify our other officers, employees and agents as set forth in the Delaware General Corporation Law; (3) we are required, upon satisfaction of certain conditions, to advance all expenses incurred by our directors and executive officers in connection with certain legal proceedings; (4) the rights conferred in the amended and restated bylaws are not exclusive; (5) we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and (6) we may secure insurance on behalf of any director, officer, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law.

        Our policy is to enter into agreements with our directors and executive officers that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. These indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves any of our directors or officers regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

        We maintain a directors' and officers' liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.

        In addition, the underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, or otherwise. Our amended and restated investors' rights agreement with certain stockholders also provides for cross-indemnification in connection with the registration of our common stock on behalf of such investors.

        See the undertakings set forth in response to Item 17 herein.

Item 15.     Recent Sales of Unregistered Securities.

        The following list sets forth information regarding all unregistered securities issued by us since February 1, 2014 through the date of the prospectus that is a part of this registration statement:

Issuances of Options to Purchase Common Stock

        From February 1, 2014 through the date of this registration statement, we granted (1) under our 2008 Plan, options to purchase an aggregate of 11,237,055 shares of our common stock to a total of 827 employees, consultants and directors, having exercise prices ranging from $6.50 to $17.36 per share and (2) under our 2016 Plan, options and RSUs to purchase an aggregate of 3,806,525 shares of our common stock to a total of 701 employees, consultants and directors, having exercise prices ranging from $7.58 to $13.50 per share. 1,283,174 of the options granted under the 2008 Plan have been exercised and 139,798 of the options granted under the 2016 Plan have been exercised.

        The offers, sales and issuances of the securities described in the preceding paragraph were deemed to be exempt from registration either under Rule 701 promulgated under the Securities Act, or Rule 701, in that the transactions were under compensatory benefit plans and contracts relating to compensation, or under Section 4(a)(2) of the Securities Act in that the transactions were between an issuer and members of its senior executive management and did not involve any public offering within

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the meaning of Section 4(a)(2). The recipients of such securities were our employees, directors or consultants and received the securities under our equity incentive plans. Appropriate legends were affixed to the securities issued in these transactions.

Issuances of Redeemable Convertible Preferred Stock

        In December 2014, we issued 4,783,506 shares of our Series F redeemable convertible preferred stock to nine accredited investors at a price of $16.724127 per share, for aggregate consideration of approximately $80.0 million. In January 2017, we issued an additional 2,092,785 shares of our Series F redeemable convertible preferred stock to one accredited investor at a price of $16.724127 per share, for aggregate consideration of approximately $35.0 million.

        The offers, sales and issuances of the securities described in the preceding paragraph were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was either an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act or had adequate access, through employment, business or other relationships, to information about us.

Item 16.     Exhibits and Financial Statement Schedules.

    (a) Exhibits

        The exhibits to this registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

    (b) Financial Statement Schedules

        No financial statement schedules are provided because the information called for is not required or is shown either in the consolidated financial statements or related notes, which are incorporated herein by reference.

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 by the registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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        The undersigned registrant hereby undertakes that:

            (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

            (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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EXHIBIT INDEX

Exhibit
Number
  Description of Document
  1.1   Form of Underwriting Agreement
        
  3.1   Tenth Amended and Restated Certificate of Incorporation of the Registrant as amended and as currently in effect
        
  3.2 # Form of Amended and Restated Certificate of Incorporation of the Registrant to be effective upon closing of this offering
        
  3.3 # Bylaws of the Registrant, as amended and as currently in effect
        
  3.4 # Form of Amended and Restated Bylaws of the Registrant to be effective upon closing of this offering
        
  4.1   Form of Class A common stock certificate of the Registrant
        
  4.2 # Fifth Amended and Restated Investors' Rights Agreement by and among the Registrant and certain of its stockholders, dated October 2, 2013
        
  5.1   Opinion of Cooley LLP
        
  10.1 +# 2008 Stock Incentive Plan and Forms of Option Agreement and Exercise Notice thereunder, as amended to date
        
  10.2 + Amended and Restated 2016 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder
        
  10.3 + 2016 China Stock Appreciation Rights Plan and Form of China Stock Appreciation Rights Award Agreement
        
  10.4 + 2017 Employee Stock Purchase Plan
        
  10.5 +# Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers
        
  10.6 + Amended and Restated Offer Letter, dated September 29, 2017, by and between the Registrant and Dev Ittycheria
        
  10.7 + Amended and Restated Offer Letter, dated September 29, 2017, by and between the Registrant and Carlos Delatorre
        
  10.8 + Amended and Restated Offer Letter, dated September 29, 2017, by and between the Registrant and Michael Gordon
        
  10.9 + Offer Letter, dated September 29, 2017, by and between Registrant and Eliot Horowitz
        
  10.10 + Amended and Restated Offer Letter, dated September 29, 2017, by and between Registrant and Meagen Eisenberg
        
  21.1 # Subsidiaries of the Registrant
        
  23.1   Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
        
  23.2   Consent of Cooley LLP (included in Exhibit 5.1)
        
  24.1 # Power of Attorney

#
Previously filed.

+
Indicates management contract or compensatory plan.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 6th day of October 2017.

    MONGODB, INC.

 

 

By:

 

/s/ DEV ITTYCHERIA

Dev Ittycheria
President, Chief Executive Officer and Director

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 

 

 
/s/ DEV ITTYCHERIA

Dev Ittycheria
  President, Chief Executive Officer and Director ( Principal Executive Officer )   October 6, 2017

/s/ MICHAEL GORDON

Michael Gordon

 

Chief Financial Officer
(
Principal Financial Officer )

 

October 6, 2017

/s/ THOMAS BULL

Thomas Bull

 

Corporate Controller
(
Principal Accounting Officer )

 

October 6, 2017

*

Kevin P. Ryan

 

Director

 

October 6, 2017

*

Roelof Botha

 

Director

 

October 6, 2017

*

Hope Cochran

 

Director

 

October 6, 2017

*

Charles M. Hazard, Jr.

 

Director

 

October 6, 2017

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Signature
 
Title
 
Date

 

 

 

 

 

 

 
*

Eliot Horowitz
  Director   October 6, 2017

*

Tom Killalea

 

Director

 

October 6, 2017

*

John McMahon

 

Director

 

October 6, 2017

*By:

 

/s/ DEV ITTYCHERIA

Dev Ittycheria
Attorney-in-fact

 

 

 

 

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Exhibit 1.1

 

[ · ] Shares

 

MongoDB, Inc.

 

Class A Common Stock, Par Value $0.001 Per Share

 

UNDERWRITING AGREEMENT

 

[ · ], 2017

 



 

October [ · ], 2017

 

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

Barclays Capital Inc.

 

c/o        Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036

 

c/o        Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282

 

c/o        Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

 

Ladies and Gentlemen:

 

MongoDB, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “ Underwriters ”), an aggregate of [ · ] shares of its Class A common stock, par value $0.001 per share (the “ Firm Shares ”).

 

The Company also proposes to issue and sell to the several Underwriters not more than an additional [ · ] shares of its Class A common stock, par value $0.001 per share (the “ Additional Shares ”) if and to the extent that you, as representatives of the several Underwriters (the “ Representatives ”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof.  The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares .” The shares of Class A common stock and Class B common stock, each par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common Stock .”

 

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-1 (File No. 333-220557), including a prospectus, relating to the Shares.  The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “ Securities Act ”), is hereinafter referred to as the “ Registration Statement ”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the

 



 

Prospectus .”  If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “ Registration Statement ” shall be deemed to include such Rule 462 Registration Statement.

 

For purposes of this Underwriting Agreement (this “ Agreement ”), “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act, “ Time of Sale Prospectus ” means the preliminary prospectus contained in the Registration Statement at the time of its effectiveness, together with the documents, pricing information (whether oral or written) and free writing prospectuses, if any, set forth in Schedule II hereto, and “ broadly available road show ” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person.  As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein as of the date hereof.

 

Morgan Stanley & Co. LLC (“ Morgan Stanley ”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “ Participants ”), as set forth in the Prospectus under the heading “Underwriters” (the “ Directed Share Program ”).  The Directed Share Program shall also constitute a program established by the Company providing for the acquisition of Shares by individuals in Canada who are employees of the Company or a wholly-owned subsidiary of the Company, and Morgan Stanley shall act as the administrator of such program on behalf of such employees.  The Shares to be sold by Morgan Stanley and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “ Directed Shares ”.  Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

 

1.                Representations and Warranties of the Company .  The Company represents and warrants to and agrees with each of the Underwriters that:

 

(a)                                  The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or to the knowledge of the Company threatened by the Commission.

 

(b)                                  (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will, as of the date of such amendment or supplement, comply in all material respects with the applicable

 

2



 

requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus, as of its date and the Closing Date, does not contain and, as amended or supplemented, if applicable, as of the date of such amendment or supplement, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

 

(c)                                   The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act.  Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.  Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company is listed on Schedule II hereto and complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.  Except for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.

 

(d)                                  The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction (to the extent the concept of good standing is applicable in such jurisdiction) in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

3



 

(e)                                   Each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X) of the Company has been duly incorporated, organized or formed, as applicable, is validly existing as a corporation or organization in good standing (to the extent the concept of good standing is applicable in such jurisdiction) under the laws of the jurisdiction of its formation, has the corporate or organizational power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing (to the extent the concept of good standing is applicable in such jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification (to the extent such concepts are applicable under relevant law), except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock of each significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X) of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent such concepts are applicable under relevant law) and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

 

(f)                                    This Agreement has been duly authorized, executed and delivered by the Company.

 

(g)                                   As of the Closing Date, the authorized capital stock of the Company will conform as to legal matters to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.

 

(h)                                  The Shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and non-assessable.

 

(i)                                      The Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights that have not been validly waived.

 

(j)                                     The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of (i) applicable law, (ii) the certificate of incorporation or by-laws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except that in the case of clauses (i), (iii) and (iv) above, where such contravention would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as have been obtained

 

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or waived or as may be required by the securities or Blue Sky laws of the various states or foreign jurisdictions or the rules and regulations of the Financial Industry Regulatory Authority (“ FINRA ”) in connection with the offer and sale of the Shares.

 

(k)                                  There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.

 

(l)                                      There are no legal or governmental proceedings pending or to the knowledge of the Company threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and the Prospectus and proceedings that would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus and the Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described in all material respects; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.

 

(m)                              Each preliminary prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the applicable requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.

 

(n)                                  The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Time of Sale Prospectus and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

 

(o)                                  The Company and its subsidiaries, taken as a whole, (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

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(p)                                  There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(q)                                  There are no contracts, agreements or understandings between the Company and any person granting such person the right (other than such rights which have been waived or complied with) to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.

 

(r)                                     (i) None of the Company or its subsidiaries or controlled affiliates, nor any director or officer thereof, nor, to the Company’s knowledge, any employee, agent or representative of the Company or of any of its subsidiaries or controlled affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“ Government Official ”) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) the Company and its subsidiaries and controlled affiliates have conducted their businesses in compliance with applicable anti-corruption and anti-bribery laws and have instituted and maintained policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither the Company nor its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption or anti-bribery laws.

 

(s)                                    The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its subsidiaries (collectively, the “ Anti-Money Laundering Laws ”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

 

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(t)                                     (i) None of the Company, any of its subsidiaries, or any director or officer thereof, or, to the Company’s knowledge, any employee, agent, controlled affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“ Person ”) that is, or is owned or controlled by one or more Persons that are:

 

(A)                  the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“ OFAC ”), the United Nations Security Council (“ UNSC ”), the European Union (“ EU ”), Her Majesty’s Treasury (“ HMT ”), or other relevant sanctions authority (collectively, “ Sanctions ”), or

 

(B)                  located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria).

 

(ii)                                            The Company will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:

 

(A)                  to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

 

(B)                  in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

 

(iii)                                         For the past 5 years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

 

(u)                                  Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock (other than repurchases of shares issued upon exercise of outstanding warrants and options or otherwise issued pursuant to equity compensation plans or agreements set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus), nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock (other than the exercise or grant of equity awards or the forfeiture of equity awards outstanding as of such respective dates as of which information is given in each of the Registration

 

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Statement, the Time of Sale Prospectus and the Prospectus, in each case granted pursuant to the equity compensation plans described in the Time of Sale Prospectus), short-term debt or long-term debt of the Company and its subsidiaries, except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.

 

(v)                                  The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property (other than intellectual property, which is addressed exclusively in Section 1(w)) owned by them, in each case, which is material to the business of the Company and its subsidiaries taken as a whole, free and clear of all liens, encumbrances and defects except as described in the Time of Sale Prospectus or such as do not materially diminish the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not reasonably be expected to materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

 

(w)                                The Company and its subsidiaries own or possess, or can acquire on commercially reasonable terms, sufficient rights to use all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names currently employed by them in connection with the business described in the Time of Sale Prospectus.  Neither the Company nor any of its subsidiaries has received any written notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which, singly or in the aggregate, would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(x)                                  No material labor dispute with the employees of the Company or any of its subsidiaries exists, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(y)                                  The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes in good faith are prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

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(z)                                   The Company and its subsidiaries, taken as a whole, possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to have such certificates, authorizations or permits would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(aa)                           The Company and its subsidiaries on a consolidated basis maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in the United States (“ U.S. GAAP ”) and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

 

(bb)                           The Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee or director compensation plans or arrangements or pursuant to outstanding options, rights or warrants.

 

(cc)                             The Registration Statement, the Prospectus, the Time of Sale Prospectus and any preliminary prospectus comply, and any amendments or supplements thereto will comply with any applicable laws or regulations of foreign jurisdictions in which the Prospectus, the Time of Sale Prospectus or any preliminary prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program.

 

(dd)                           No consent, approval, authorization or order of, or qualification with, any governmental body or agency, other than those obtained, is required in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered.

 

(ee)                             The Company has not offered, or caused Morgan Stanley or any Morgan Stanley Entity as defined in Section 10 to offer, Shares to any person pursuant to

 

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the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

 

(ff)                     The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to be filed by them through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any of its subsidiaries which has had (nor does the Company nor any of its subsidiaries have any notice or knowledge of any tax deficiency which would reasonably be expected to be determined adversely to the Company or its subsidiaries and which would reasonably be expected to have) a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(gg)                   From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “ Emerging Growth Company ”). “ Testing-the-Waters Communication ” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.

 

(hh)                 The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representatives (ii) has not authorized anyone other than the Representatives and Allen & Company LLC to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives and Allen & Company LLC have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

 

(ii)                         As of the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, none of (A) the Time of Sale Prospectus, (B) any free writing prospectus, when considered together with the Time of Sale Prospectus, and (C) any individual Written Testing-the-Waters Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will

 

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omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

(jj)                       Nothing has come to the attention of the Company that has caused it to reasonably believe that the industry-related and market-related data included in the Time of Sale Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

 

(kk)                 The consolidated financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Registration Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods covered thereby; and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; the other financial information included in the Registration Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting or other records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; the pro forma financial information and the related notes thereto included in the Registration Statement, the Time of Sale Prospectus and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the assumptions underlying such pro forma financial information are set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus and provide a reasonable basis for presenting the effects directly attributable to the transactions and events described therein; and, in the case of “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, such measures are presented in all material respects in compliance with Regulation G under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and Item 10 of Regulation S-K under the Securities Act, as applicable.

 

(ll)                         PricewaterhouseCoopers LLP (“ PwC ”) who have certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

 

(mm)         Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “ Code ”)) would have any liability has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not

 

11



 

limited to, ERISA and the Code, except for noncompliance that would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

(nn)                 Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any of the Shares to facilitate the sale or resale of the Shares or to result in a violation of Regulation M under the Exchange Act, provided, however, the Company makes no representation with respect to any actions taken by the Underwriters.

 

(oo)                 Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would reasonably be expected to give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering.

 

(pp)                 Except as in each case would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, the Company has operated its business in a manner compliant with all privacy and data protection laws and regulations applicable to the Company’s collection, handling, and storage of its customers’ data; the Company has policies and procedures in place designed to ensure privacy and data protection laws are complied with and takes steps which are reasonably designed to assure compliance in all material respects with such policies and procedures.

 

(qq)                 The information technology systems, equipment and software used by the Company or any of its subsidiaries in their respective businesses (the “ IT Assets ”) are adequate for the operation of the business of the Company as currently conducted. Such IT Assets (i) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Company’s and its subsidiaries’ respective businesses as currently conducted, (ii) except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, have not materially malfunctioned or failed since the Company’s inception, except as would not be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, and (iii) are free of any viruses, “back doors,” “Trojan horses,” “time bombs, “worms,” “drop dead devices” or other software or hardware components that are designed or intended to interrupt use of, permit unauthorized access to, or disable, damage or erase, any software material to the business of the Company or any of its subsidiaries. The Company and its subsidiaries have implemented commercially reasonable backup and disaster recovery technology processes consistent with prevalent industry practices. To the Company’s knowledge, no person has gained unauthorized access to any IT Asset since the Company’s inception in a manner that has resulted or could reasonably be expected to result in a material adverse effect on the Company and its subsidiaries, taken as a whole.

 

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(rr)                       There are no debt securities or preferred stock issued, or guaranteed, by the Company that are rated by a “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act.

 

2.                Agreements to Sell and Purchase . The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at $[ · ] a share (the “ Purchase Price ”) the respective number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter.

 

On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ · ] Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “ Option Closing Date ”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

 

3.                Terms of Public Offering . The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $[ · ] a share (the “ Public Offering Price ”) and to certain dealers selected by you at a price that represents a concession not in excess of $[ · ] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[ · ] a share, to any Underwriter or to certain other dealers.

 

4.                Payment and Delivery . Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [ · ], 2017, or at such other time on the same or such

 

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other date, not later than [ · ], 2017, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Closing Date .”

 

Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than [ · ], 2017, as shall be designated in writing by you.

 

The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters. The Purchase Price payable by the Underwriters shall be reduced by (i) any transfer taxes paid by, or on behalf of, the Underwriters in connection with the transfer of the Shares to the Underwriters duly paid and (ii) any withholding required by law.

 

5.                              Conditions to the Underwriters’ Obligations . The obligations of the Company to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than [•:•] [A./P.]M. (New York City time) on the date hereof.

 

The several obligations of the Underwriters are subject to the following further conditions:

 

(a)                             Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:

 

(i)             no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; and

 

(ii)          there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business, management or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.

 

(b)                             The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed on behalf of the Company by an executive

 

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officer of the Company, to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

 

The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened.

 

(c)                         The Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Cooley LLP (“ Cooley ”), outside counsel for the Company, dated the Closing Date, in form and substance satisfactory to the Representatives.

 

(d)                        The Underwriters shall have received on the Closing Date an opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“ WSGR ”) , counsel for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Representatives.

 

With respect to Section 5(c) and 5(d), Cooley and WSGR, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified.

 

The opinion of Cooley described in Section 5(c) above shall be rendered to the Underwriters at the request of the Company, and shall so state therein.

 

(e)                         The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from PwC containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

 

(f)                          A certificate, in form and substance satisfactory to the Representatives, signed by the Chief Financial Officer of the Company.

 

(g)                         The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.

 

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(h)                        The Underwriters shall have received on the Closing Date an opinion of Matheson, Irish outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Representatives.

 

(i)                            On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.

 

(j)                           The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of the following:

 

(i)                                               a certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date;

 

(ii)                                            an opinion and negative assurance letter of Cooley, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to substantially the same effect as the opinion required by Section 5(c) hereof;

 

(iii)                                         an opinion of WSGR, counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section 5(d) hereof;

 

(iv)                                        a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from PwC, independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof; provided that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days prior to such Option Closing Date;

 

(v)                                           an opinion of Matheson, Irish outside counsel for the Company, dated the Option Closing Date, substantially in the same form and substance as the opinion furnished to the Underwriters pursuant to Section 5(h) hereof; and

 

(vi)                                        such other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.

 

6.                              Covenants of the Company . The Company covenants with each Underwriter as follows:

 

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(a)                        To furnish to you, without charge, [•] conformed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and so long as delivery of a prospectus by an Underwriter or dealer is required by the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act) (the “ Prospectus Delivery Period ”) to furnish to you in New York City, without charge, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

 

(b)                        Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

 

(c)                         To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.

 

(d)                        Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.

 

(e)                         If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

 

(f)                          If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or

 

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condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

 

(g)                         To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request, provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

 

(h)                        To make generally available (which may be satisfied by filing with the Commission on its Electronic Data Gathering, Analysis and Retrieval System) to the Company’s security holders and to you as soon as practicable an earnings statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

 

(i)                            To comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

 

(j)                           To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the Restricted Period referred to in Section 6(m).

 

(k)                        If at any time during the Prospectus Delivery Period and following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication as then amended or supplemented included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time delivered to a purchaser, not misleading, the Company will promptly notify the

 

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Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

 

(l)                            The Company will not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

 

(m)                    The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus (the “ Restricted Period ”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) 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 in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) confidentially submit or file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.

 

The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date hereof and described in the Time of Sale Prospectus, (c) grants of stock options, stock awards, restricted stock or other equity awards and the issuance of Common Stock or securities convertible into or exercisable for Common Stock (whether upon the exercise of stock options or otherwise) to employees, officers, directors, advisors, or consultants of the Company pursuant to the terms of a plan in effect on the date hereof and described in the Time of Sale Prospectus, (d) the entry into an agreement providing for the issuance by the Company of Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock in connection with (x) the acquisition by the Company or any of its subsidiaries of the securities, business, technology, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition, and the issuance of any Common Stock or securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock pursuant to any such agreement or (y) the Company’s joint ventures, commercial relationships and other strategic transactions, provided that the aggregate number of shares of Common Stock, securities convertible into, exercisable for or which are otherwise exchangeable for or represent the right to receive Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (d) shall not exceed 5% of the total number of shares of Common Stock outstanding immediately following the completion of the transactions

 

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contemplated by this Agreement and all recipients of any such securities shall enter into a lock-up letter substantially in the form of Exhibit A  covering the remainder of the Restricted Period, (e) the establishment or amendment 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 of or voluntarily made by the Company regarding the establishment or amendment 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, or (f) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to any plan in effect on the date hereof and described in the Time of Sale Prospectus or any assumed benefit plan contemplated by clause (d).

 

If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter the form of which is attached hereto as Exhibit A for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

 

7.        Expenses .  Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified; (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon; (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or legal investment memorandum; (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by FINRA (provided, that the amount payable by the Company with respect to fees and disbursements of counsel for the Underwriters pursuant to subsections (iii) and (iv) shall not exceed $30,000); (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NASDAQ Global Market; (vi) the

 

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cost of printing certificates representing the Shares; (vii) the costs and charges of any transfer agent, registrar or depositary; (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares (with the Underwriters agreeing to pay all costs and expenses related to their participation in investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares), including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such consultants, and the Company’s pro rata share (based on the number of seats occupied by representatives and officers of the Company and any such consultants, on the one hand, and by representatives and officers of the Underwriters, on the other hand, in each case counting each individual flight between destinations as a separate trip to measure such relative use; for the avoidance of doubt, if any seats are not occupied for a leg of the trip, they will not be counted as used by either party for such calculation) of the cost of any aircraft chartered in connection with the road show with the prior approval of the Company (with the remainder of the cost of such aircraft to be paid by the Underwriters); (ix) the document production charges and expenses associated with printing this Agreement; (x) with respect to the Directed Share Program, (1) all reasonable and documented fees and disbursements of counsel incurred by the Underwriters in connection therewith, (2) all reasonable and documented costs and expenses incurred by the Underwriters in connection with the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of copies of the Directed Share Program material and (3) all stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection therewith; and (xi) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section.  It is understood, however, that except as provided in this Section, Section 9 entitled “Indemnity and Contribution” , Section 10 entitled “Directed Share Program Indemnification” and the last paragraph of Section 12 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make and all travel and other expenses of the Underwriters or any of their employees incurred by them in connection with participation in investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares.

 

8.        Covenants of the Underwriters .  Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

 

9.        Indemnity and Contribution .  (a) The Company agrees to indemnify and hold harmless each Underwriter, its directors and officers and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or

 

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Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any “road show” as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.

 

(b)   Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show or the Prospectus or any amendment or supplement thereto, or any Written Testing-the-Waters Communications or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show, or the Prospectus or any amendment or supplement thereto.

 

(c)   In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred, documented fees and disbursements of

 

22



 

such counsel related to such proceeding.  In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed in writing to the retention of such counsel; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by the Representatives.  In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company.  The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into (A) more than 90 days after receipt by such indemnifying party of the aforesaid request and (B) more than 15 days after receipt by such indemnifying party of notice specifying the terms of such settlement and that the indemnified party intends to enter into such settlement, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to or an

 

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admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

 

(d)   To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares.  The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint.

 

(e)   The Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from

 

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any person who was not guilty of such fraudulent misrepresentation.  The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

 

(f)    The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.

 

10.      Directed Share Program Indemnification.   (a) The Company agrees to indemnify and hold harmless Morgan Stanley, each person, if any, who controls Morgan Stanley within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of Morgan Stanley within the meaning of Rule 405 of the Securities Act (“ Morgan Stanley Entities ”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Morgan Stanley Entities.

 

(b)   In case any proceeding (including any governmental investigation) shall be instituted involving any Morgan Stanley Entity in respect of which indemnity may be sought pursuant to Section 10(a), the Morgan Stanley Entity seeking indemnity, shall promptly notify the Company in writing and the Company, upon request of the Morgan Stanley Entity, shall retain counsel reasonably satisfactory to the Morgan Stanley Entity to represent the Morgan Stanley Entity and any others the Company may designate in such proceeding and shall pay the reasonably incurred, documented fees and disbursements of such counsel related to such proceeding.  In any such proceeding, any Morgan Stanley Entity shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Morgan Stanley Entity unless (i) the Company shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Company and the Morgan Stanley Entity and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  The Company shall not, in respect of the legal expenses of the Morgan Stanley Entities in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local

 

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counsel) for all Morgan Stanley Entities.  Any such separate firm for the Morgan Stanley Entities shall be designated in writing by Morgan Stanley.  The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify the Morgan Stanley Entities from and against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at any time a Morgan Stanley Entity shall have requested the Company to reimburse it for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request and (ii) the Company shall not have reimbursed the Morgan Stanley Entity in accordance with such request prior to the date of such settlement.  The Company shall not, without the prior written consent of Morgan Stanley, effect any settlement of any pending or threatened proceeding in respect of which any Morgan Stanley Entity is or could have been a party and indemnity could have been sought hereunder by such Morgan Stanley Entity, unless such settlement includes an unconditional release of the Morgan Stanley Entities from all liability on claims that are the subject matter of such proceeding.

 

(c)   To the extent the indemnification provided for in Section 10(a) is unavailable to a Morgan Stanley Entity or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the Morgan Stanley Entity thereunder, shall contribute to the amount paid or payable by the Morgan Stanley Entity as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand from the offering of the Directed Shares or (ii) if the allocation provided by clause 10(c)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 10(c)(i) above but also the relative fault of the Company on the one hand and of the Morgan Stanley Entities on the other hand in connection with any statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative benefits received by the Company on the one hand and the Morgan Stanley Entities on the other hand in connection with the offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Morgan Stanley Entities for the Directed Shares, bear to the aggregate Public Offering Price of the Directed Shares.  If the loss, claim, damage or liability is caused by an untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, the relative fault of the Company on the one hand and the Morgan Stanley Entities on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company or by the Morgan Stanley Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

 

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(d)   The Company and the Morgan Stanley Entities agree that it would not be just or equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Morgan Stanley Entities were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 10(c).  The amount paid or payable by the Morgan Stanley Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the Morgan Stanley Entities in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 10, no Morgan Stanley Entity shall be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Morgan Stanley Entity has otherwise been required to pay.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

 

(e)   The indemnity and contribution provisions contained in this Section 10 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Morgan Stanley Entity or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares.

 

11.      Termination .  The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

 

12.      Effectiveness; Defaulting Underwriters . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

 

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which

 

27



 

such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter.  If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company.  In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected.  If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default.  Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

 

If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement required to be complied with, or if for any reason the Company shall be unable to perform its obligations under this Agreement other than by reason of a default by the Underwriters or the occurrence of any of the events described in clauses (i), (iii), (iv) or (v) of Section 11, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all documented out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, and in the case of a default by the Underwriters, the Company will reimburse the non-defaulting Underwriters who have terminated this Agreement, severally, for all of their documented out-of-pocket expenses (including their pro rata share of fees and disbursements of their counsel) reasonably incurred by such non-defaulting Underwriters in connection with this Agreement.  Notwithstanding the foregoing sentence, if, after the Closing Date but prior

 

28



 

to any Option Closing Date with respect to the purchase of any Additional Shares pursuant to a notice delivered by the Representatives to the Company under Section 2 hereof, the Company fails or refuses to comply with the terms or to fulfill any of the conditions of the Agreement in connection with such Option Closing Date, the Company will reimburse the Underwriters severally for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the proposed purchase of any such Additional Shares pursuant to this Agreement.

 

13.      Entire Agreement .  (a) This Agreement represents the entire agreement between the Company, on the one hand, and the Underwriters, on the other hand, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.

 

(b)   The Company acknowledges that in connection with the offering of the Shares:  (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement, and (iii) the Underwriters may have interests that differ from those of the Company.  The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.

 

14.      Counterparts .  This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

15.      Applicable Law .  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

 

16.      Headings .  The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

 

17.      Notices.  All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department; in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Control Room; in care of Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration; with a copy (which shall not constitute notice) to Wilson Sonsini Goodrich & Rosati, P.C., 1700 K Street NW, 5th Floor, Washington, DC 20006, Attention: Michael C. Labriola; if to the Company shall be delivered, mailed or sent to MongoDB, Inc., 229 W. 43 rd  Street, 5 th  Floor, New York, New York 10036, Attention: Chief Financial Officer.

 

29


 

18.      USA Patriot Act . In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

 

[signature pages follow]

 

30



 

 

Very truly yours,

 

 

 

MongoDB, Inc.

 

 

 

 

By:

 

 

 

Name:

Dev Ittycheria

 

 

Title:

Chief Executive Officer

 

31



 

Accepted as of the date hereof

 

Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC

Barclays Capital Inc.

 

Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto

 

 

By:

Morgan Stanley & Co. LLC

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

Goldman Sachs & Co. LLC

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

By:

Barclays Capital Inc.

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

32



 

SCHEDULE I

 

Underwriter

 

Number of Firm Shares
To Be Purchased

 

 

 

 

 

Morgan Stanley & Co. LLC

 

 

 

Goldman Sachs & Co. LLC

 

 

 

Barclays Capital Inc.

 

 

 

Allen & Company LLC

 

 

 

Stifel, Nicolaus & Company, Incorporated

 

 

 

Canaccord Genuity Inc.

 

 

 

JMP Securities LLC

 

 

 

 

 

 

 

Total:

 

 

 

 

II- 1



 

SCHEDULE II

 

Time of Sale Prospectus

 

1.                                       Preliminary Prospectus issued [date]

 

2.                                       [identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act]

 

3.                                       [free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet]

 

4.                                       [orally communicated pricing information such as price per share and size of offering if a Rule 134 pricing term sheet is used at the time of sale instead of a pricing term sheet filed by the Company under Rule 433(d) as a free writing prospectus]

 

III- 1



 

Schedule III

 

Written Testing-the-Waters Communication

 

Investor Presentation, dated August 2017, as submitted to the SEC on August 2, 2017

 

III- 2


 

EXHIBIT A

 

FORM OF LOCK-UP LETTER

 

Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC

Barclays Capital Inc.

 

c/o        Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036

 

c/o        Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282

 

c/o        Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

 

Ladies and Gentlemen:

 

The undersigned understands that Morgan Stanley & Co. LLC (“ Morgan Stanley ”), Goldman Sachs & Co. LLC (“ Goldman Sachs ”) and Barclays Capital Inc. (“ Barclays ”) propose to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with MongoDB, Inc., a Delaware corporation (the “ Company ”), providing for the public offering (the “ Public Offering ”) by the several Underwriters (the “ Underwriters ”), including Morgan Stanley, Goldman Sachs and Barclays, of [•] shares (the “ Shares ”) of the Class A common stock, par value $0.001 per share, of the Company (the “ Class A Stock ”, together with the Class B common stock, par value $0.001 per share, of the Company (the “ Class B Stock ”), the “ Common Stock ”).

 

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley, Goldman Sachs and Barclays (collectively, the “ Representatives ”) on behalf of the Underwriters, it will not, and will not publicly announce its intention to, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus (the “ Restricted Period ”) relating to the Public Offering (the “ Prospectus ”), (1) 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 Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) 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 in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.  The foregoing sentence shall not apply to:

 

(a) transactions relating to shares of Class A Stock or other securities acquired in the Public Offering or in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Class A Stock, shall be required or shall be voluntarily made in connection with subsequent sales of Class A Stock or other securities acquired in such open market transactions during the Restricted Period;

 

(b) transfers of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (i) as a bona fide gift, (ii) to an immediate family member (as defined below) or to any trust for the direct or indirect benefit of the undersigned or an immediate family member of the undersigned, (iii) to any corporation, partnership, limited liability company, investment fund or other entity controlled or managed, or under common control or management by, the undersigned, or (iv) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or an immediate family member of the undersigned, provided that, in the case of any transfer pursuant to this clause (b), (i) each transferee shall sign and deliver a lock-up agreement substantially in the form of this agreement, (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period and (iii) such transfer shall not involve a disposition for value;

 

(c) transfers or distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to current or former general or limited partners, managers or members, stockholders or direct or indirect affiliates (within the meaning of Rule 405 under the Securities Act of 1933, as amended) of the undersigned or to the estates of any of the foregoing; provided that, in the case of any transfer or distribution pursuant to this clause (c), (i) each transferee or distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement, (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period and (iii) such transfer shall not involve a disposition for value ;

 

(d) (i) the exercise of (A) options or other stock awards to purchase shares of Common Stock insofar as such options or stock awards are outstanding as of the date of the Prospectus and granted under any equity incentive plan or stock purchase plan of the Company described in the registration statement related to the Public Offering (the “ Registration Statement ”) and the Prospectus or (B) warrants, insofar as such warrants are outstanding on the date of the Prospectus and described in the Registration Statement and Prospectus, provided that, in each case, the underlying shares shall continue to be subject to the restrictions on transfer set forth in this agreement, or (ii) the transfer of

 

III- 4



 

shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock to the Company upon a vesting event of the Company’s securities or upon the “net” or “cashless” exercise of options or warrants that would otherwise expire during the Restricted Period to the extent permitted by the instruments representing such options or warrants (including any transfer to the Company necessary to generate any amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a “net settlement” or otherwise), so long as such “cashless” or “net” exercise is effected solely by the surrender of outstanding options or warrants (or underlying shares of Common Stock) to the Company, and the Company’s cancellation of all or a portion thereof to pay the exercise price and/or withholding tax obligations, but for the avoidance of doubt, excluding all methods of exercise that would involve a sale other than to the Company of any shares of Common Stock relating to options or warrants, whether to cover the applicable exercise price and/or withholding tax obligations or otherwise, provided that, in the case of clauses (i) and (ii), no filing under Section 16(a) of the Exchange Act, or any other public filing or disclosure of such receipt or transfer by or on behalf of the undersigned shall be required or shall be voluntarily made within 30 days after the date of the Prospectus, and after such 30 th  day, any filing under Section 16(a) of the Exchange Act shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in clause (i) or (ii), as the case may be, (B) no shares were sold by the reporting person and (C) in the case of clause (i), the shares received upon exercise of the option are subject to a lock-up agreement with the Underwriters of the Public Offering;

 

(e) sales of Shares pursuant to the terms of the Underwriting Agreement;

 

(f) 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 of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan during the Restricted Period, 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;

 

(g) the transfer of shares 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 or in connection with a divorce settlement or other court order, provided (i) the transferee shall sign and deliver a lock-up agreement substantially in the form of this agreement, (ii) any filing required under Section 16(a) of the Exchange Act during the Restricted Period shall clearly indicate in the footnotes thereto that the filing relates to the circumstances described above and (iii) the undersigned does not otherwise voluntarily effect any other public filing or announcement regarding such transfers during the Restricted Period;

 

(h) the conversion of shares of the Company’s Preferred Stock, par value $0.001 per share, into shares of Class B Stock or of shares of Class B Stock into shares of Class

 

III- 5



 

A Stock, provided that, in each case, such shares shall continue to be subject to the restrictions on transfer set forth in this agreement; or

 

(i) the transfer of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company, made to all holders of Common Stock involving a change of control (as defined below), provided that, in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this agreement.

 

As used herein, (i) “immediate family member” means the spouse, domestic partner, lineal descendant, father, mother, brother, sister, or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin and (ii) “change of control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an Underwriter pursuant to the Public Offering), of the Company’s voting securities if, after such transfer, such person or group of affiliated persons would hold more than 65% of the number of outstanding voting securities of the Company (or the surviving entity) and 65% of the voting control of the outstanding voting securities of the Company (or the surviving entity).

 

In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it 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 undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.

 

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any issuer-directed Shares the undersigned may purchase in the Public Offering.

 

If the undersigned is an officer or director of the Company, (i) the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver.  Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release.  The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same

 

III- 6



 

terms described in this agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.

 

The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering.  The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

 

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions.  Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

 

This agreement shall automatically terminate and the undersigned will be released from all obligations hereunder upon the earliest to occur, if any, of (a) the Company, on the one hand, or the Representatives, on the other hand, advising the other in writing that it has determined not to proceed with the Public Offering prior to the execution of the Underwriting Agreement, (b) the date the Registration Statement is withdrawn, if prior to the closing of the Public Offering, (c) the date the Underwriting Agreement is terminated, if prior to the closing of the Public Offering, and (d) December 31, 2017, if the Underwriting Agreement has not been executed by such date.

 

This agreement and any claim, controversy or dispute arising under or related to this agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

 

[ signature page follows ]

 

III- 7



 

 

Very truly yours,

 

 

 

 

 

(Entity Name, if applicable)

 

 

 

By:

 

 

(Signature)

 

 

 

 

 

(Name and Title, if applicable)

 

 

 

 

 

(Address)

 

A- 1


 

EXHIBIT B

 

FORM OF WAIVER OF LOCK-UP

 

                                                                 , 20   

 

[Name and Address of
Officer or Director
Requesting Waiver]

 

Dear Mr./Ms. [Name]:

 

This letter is being delivered to you in connection with the offering by MongoDB, Inc. (the “ Company ”) of       shares of Class A common stock, $0.001 par value (the “ Common Stock ”), of the Company and the lock-up letter dated     , 2017 (the “ Lock-up Letter ”), executed by you in connection with such offering, and your request for a [waiver] [release] dated     , 20  , with respect to      shares of Common Stock (the “ Shares ”).

 

Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective      , 20  ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release].  This letter will serve as notice to the Company of the impending [waiver] [release].

 

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.

 

( The remainder of this page has intentionally been left blank )

 

1



 

 

Very truly yours,

 

 

 

 

Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto

 

 

 

 

Morgan Stanley & Co. LLC

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

Goldman Sachs & Co. LLC

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

Barclays Capital Inc.

 

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

cc:  Company

 

 

 

2



 

FORM OF PRESS RELEASE

 

MongoDB, Inc.

[Date]

 

MongoDB, Inc. (the “ Company ”) announced today that Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and Barclays Capital Inc., book-running managers in the Company’s recent public sale of       shares of Class A common stock are [waiving][releasing] a lock-up restriction with respect to      shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company.  The [waiver][release] will take effect on     , 20   , and the shares may be sold on or after such date.

 

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

 

3




Exhibit 3.1

 

TENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MongoDB, Inc.

 

(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)

 

MongoDB, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ General Corporation Law ”),

 

DOES HEREBY CERTIFY:

 

1.                                       That the original name of this corporation is 10Gen, Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on November 26, 2007, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on July 11, 2008, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on October 19, 2009, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on December 1, 2010, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on August 31, 2011, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on May 23, 2012, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on August 27, 2013, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on October 1, 2013, an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on December 9, 2014 and an amended and restated certificate of incorporation was filed with the office of the Secretary of State of Delaware on November 17, 2016.

 

2.                                       That the Board of Directors of the Corporation duly adopted resolutions proposing to amend and restate the Ninth Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

 

RESOLVED , that the Ninth Amended and Restated Certificate of Incorporation of this corporation be amended and restated in its entirety to read as follows:

 

FIRST: The name of this corporation is MongoDB, Inc. (the “ Corporation ” or the “ Company ”).

 

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

 

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

 

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 162,500,000 shares of Class A Common Stock, $0.001 par value per share (“ Class A Common Stock ”), (ii) 113,000,000 shares of Class B Common Stock, $0.001 par value per

 



 

share (“ Class B Common Stock ”, collectively with the Class A Common Stock, “ Common Stock ”), and (ii) 41,234,841 shares of Preferred Stock, $0.001 par value per share (“ Preferred Stock ”).

 

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

 

A.                                     COMMON STOCK

 

1.                                       General . The voting, dividends, liquidation rights of holders, privileges, restrictions and other matters relating to the Class A Common Stock and Class B Common Stock are subject to and qualified by the rights, powers and preferences of the holders of Preferred Stock as set forth herein.

 

2.                                       Rights relating to Dividends, Subdivisions and Combinations .

 

(a)                                  Subject to the prior rights of holders of all classes and series of stock at the time outstanding having prior rights as to dividends, the holders of the Class A Common Stock and Class B Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Board of Directors of the Corporation. Any dividends paid to the holders of shares of Class A Common Stock and Class B Common Stock shall be paid pro rata, on an equal priority, pari passu basis, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the voting power of the applicable class of Common Stock treated adversely, voting separately as a class.

 

(b)                                  The Company shall not declare or pay any dividend or make any other distribution to the holders of Class A Common Stock or Class B Common Stock payable in securities of the Company unless the same dividend or distribution with the same record date and payment date shall be declared and paid on all shares of Common Stock; provided, however , that (i) dividends or other distributions payable in shares of Class A Common Stock or rights to acquire shares of Class A Common Stock may be declared and paid to the holders of Class A Common Stock without the same dividend or distribution being declared and paid to the holders of the Class B Common Stock if, and only if, a dividend payable in shares of Class B Common Stock, or rights to acquire shares of Class B Common Stock, as applicable, are declared and paid to the holders of Class B Common Stock at the same rate and with the same record date and payment date; and (ii) dividends or other distributions payable in shares of Class B Common Stock or rights to acquire shares of Class B Common Stock may be declared and paid to the holders of Class B Common Stock without the same dividend or distribution being declared and paid to the holders of the Class A Common Stock, if and only if a dividend payable in shares of Class A Common Stock, or rights to acquire shares of Class A Common Stock, as applicable, are declared and paid to the holders of Class A Common Stock at the same rate and with the same record date and payment date.

 

(c)                                   If the Company in any manner subdivides or combines the outstanding shares of Class A Common Stock or Class B Common Stock, then the outstanding shares of all Common Stock will be subdivided or combined in the same proportion and manner.

 

3.                                       Voting Rights .

 

(a)                                  Class A Common Stock . Each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share thereof held.

 

2



 

(b)                                  Class B Common Stock . Each holder of shares of Class B Common Stock shall be entitled to ten (10) votes for each share thereof held.

 

(c)                                   Class B Common Stock Protective Provisions . Following the closing of the IPO, so long as any shares of Class B Common Stock remain outstanding, the Company shall not, without the approval by vote or written consent of the holders of a majority of the voting power of the Class B Common Stock then outstanding, voting together as a single class, directly or indirectly, or whether by amendment, or through merger, recapitalization, consolidation or otherwise:

 

(i)                                      amend, alter, or repeal any provision of this Amended and Restated Certificate of Incorporation or the Bylaws of the Company (including any filing of a Certificate of Designation), that modifies the voting, conversion or other powers, preferences, or other special rights or privileges, or restrictions of the Class B Common Stock; or

 

(ii)                                   reclassify any outstanding shares of Class A Common Stock of the Company into shares having rights as to dividends or liquidation that are senior to the Class B Common Stock or the right to more than one (1) vote for each share thereof.

 

(d)                                  General . Except as otherwise expressly provided herein or as required by law, the holders of Preferred Stock, Class A Common Stock and Class B Common Stock shall vote together and not as separate series or classes.

 

(e)                                   Except as otherwise required by law, holders of Class A Common Stock or Class B Common Stock shall not be entitled to vote on any amendment to the 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 the Certificate of Incorporation or pursuant to the General Corporation Law. There shall be no cumulative voting. The number of authorized shares of Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the voting power represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

 

4.                                       Liquidation Rights . In the event of a Liquidation Event, upon the completion of the distributions required with respect to each series of Preferred Stock as provided below in Part B.2 of Article Fourth, that may then be outstanding, the remaining assets of the Company legally available for distribution to stockholders shall be distributed on an equal priority, pro rata basis to the holders of Class A Common Stock and Class B Common Stock, unless different treatment of the shares of each such class is approved by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class; provided, however , that for the avoidance of doubt, consideration to be paid or received by a holder of Common Stock in connection with any Deemed Liquidation Event pursuant to any employment, consulting, severance or similar services arrangement shall not be deemed to be “distribution to stockholders” for the purpose of this Part A.4 of Article Fourth.

 

5.                                       Optional Conversion .

 

(a)                                  Optional Conversion of the Class B Common Stock.

 

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(i)                                      At the option of the holder thereof, each share of Class B Common Stock shall be convertible, at any time or from time to time, into one fully paid and nonassessable share of Class A Common Stock as provided herein.

 

(ii)                                   Each holder of Class B Common Stock who elects to convert the same into shares of Class A Common Stock shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Class B Common Stock, and shall give written notice to the Company at such office that such holder elects to convert the same and shall state therein the number of shares of Class B Common Stock being converted. Thereupon, the Company shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Class A Common Stock to which such holder is entitled upon such conversion. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the certificate or certificates representing the shares of Class B Common Stock to be converted, and the person entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Class A Common Stock on such date. If a conversion election under this Section 5(a)(ii) is made in connection with an underwritten offering of the Company’s securities pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of the holder tendering shares of Class B Common Stock for conversion, be conditioned upon the closing with the underwriters of the sale of the Company’s securities pursuant to such offering, in which event the holders making such elections who are entitled to receive Class A Common Stock upon conversion of their Class B Common Stock shall not be deemed to have converted such shares of Class B Common Stock until immediately after to the closing of such sale of the Company’s securities in the offering.

 

6.                                       Automatic Conversion .

 

(a)                                  Automatic Conversion of the Class B Common Stock . Following the closing of the IPO, each share of Class B Common Stock, shall automatically be converted into one fully paid and nonassessable share of Class A Common Stock upon a Transfer, other than a Permitted Transfer, of such share of Class B Common Stock. Such conversion shall occur automatically without the need for any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent; provided, however , that the Company shall not be obligated to issue certificates evidencing the shares of Class A Common Stock issuable upon such conversion unless the certificates evidencing such shares of Class B Common Stock are either delivered to the Company or its transfer agent as provided below, or the holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. Upon the occurrence of such automatic conversion of the Class B Common Stock, the holders of Class B Common Stock so converted shall surrender the certificates representing such shares at the office of the Company or any transfer agent for the Class A Common Stock. Thereupon, there shall be issued and delivered to such holder promptly at such office and in its name as shown on such surrendered certificate or certificates, a certificate or certificates for the number of shares of Class A Common Stock into which the shares of Class B Common Stock surrendered were convertible on the date on which such automatic conversion occurred.

 

(b)                                  Conversion Upon Death . Following the closing of the IPO, each share of Class B Common Stock held of record by a natural person, other than a Founder, shall automatically, without any further action, convert into one fully paid and nonassessable share of Class A Common Stock upon the death of such stockholder. Following the closing of the IPO, each share of Class B Common Stock held of record by a Founder shall automatically, without any further action, convert into one fully paid

 

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and nonassessable share of Class A Common Stock nine (9) months after the date of the death of such Founder.

 

7.                                       Final Conversion . On the Final Conversion Date (as defined below), each one (1) issued share of Class B Common Stock shall automatically, without any further action, convert into one (1) share of Class A Common Stock. Following the Final Conversion Date, the Company may no longer issue any additional shares of Class B Common Stock.

 

8.                                       Reservation of Stock Issuable Upon Conversion . The Company shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of effecting the conversion of the shares of the Class B Common Stock, such number of its shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock; and if the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class A Common Stock to such numbers of shares as shall be sufficient for such purpose.

 

9.                                       Definitions

 

9.1.                             For purposes of this Part A of Article Fourth, the following definitions shall apply:

 

(a)                                  Equivalent Consideration ” shall mean, with respect to the Class A Common Stock or the Class B Common Stock, the same consideration paid or otherwise distributed in respect of the Class B Common Stock or the Class A Common Stock, respectively; provided, however , that in the event that consideration is paid in capital stock or other securities of another entity, such securities need not be identical with respect to voting rights in order to be Equivalent Consideration. For the avoidance of doubt, compensation pursuant to any employment, consulting, severance or other compensatory arrangement to be paid to or received by a person who is also a holder of Class A Common Stock or Class B Common Stock does not constitute consideration in respect of the Class A Common Stock or Class B Common Stock.

 

(b)                                  Family Member ” shall mean with respect to any Qualified Stockholder who is a natural person, the spouse, parents, grandparents, lineal descendants, siblings and lineal descendants of siblings (in each case whether by blood relation or adoption) of such Qualified Stockholder.

 

(c)                                   Final Conversion Date ” means 5:00 p.m. in New York City, New York on the earlier to occur of (i) the first Trading Day following the IPO falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock or (ii) the date specified by affirmative vote of (i) the Board of Directors of the Corporation and (ii) the holders of a majority of the voting power of outstanding shares of Class B Common Stock and Preferred Stock, voting together as a single class on an as converted basis.

 

(d)                                  Founder ” means the following individuals: Eliot Horowitz, Kevin P. Ryan, Dwight Merriman and any Permitted Transferee of such Founder.

 

(e)                                   IPO ” means the Company’s first firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Class A Common Stock where the Class A Common Stock and Class B Common Stock are each a “covered security” as described in Section 18(b) of the Securities Act of 1933, as amended.

 

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(f)                                    Permitted Entity ” shall mean, with respect to a Qualified Stockholder that is not a natural person, any corporation, partnership or limited liability company in which such Qualified Stockholder directly, or indirectly through one or more Permitted Transferees, owns shares, partnership interests or membership interests, as applicable, with sufficient Voting Control in the corporation, partnership or limited liability company, as the case may be, or otherwise has legally enforceable rights, such that the Qualified Stockholder retains sole dispositive power and exclusive Voting Control with respect to all shares of Class B Common Stock held of record by such corporation, partnership or limited liability company, as the case may be.

 

(g)                                   Permitted Transfer ” shall mean, and be restricted to, any Transfer of a share of Class B Common Stock:

 

(i)                                      by a Qualified Stockholder that is a natural person, to the trustee of a Permitted Trust of such Qualified Stockholder;

 

(ii)                                   by a Permitted Trust of a Qualified Stockholder, to the Qualified Stockholder or the trustee of any other Permitted Trust of such Qualified Stockholder;

 

(iii)                                by a Qualified Stockholder that is not a natural person to any Permitted Entity of such Qualified Stockholder; or

 

(iv)                               by a Permitted Entity of a Qualified Stockholder that is not a natural person to the Qualified Stockholder or any other Permitted Entity of such Qualified Stockholder.

 

(h)                                  Permitted Transferee ” shall mean a transferee of shares of Class B Common Stock received in a Transfer that constitutes a Permitted Transfer.

 

(i)                                      Permitted Trust ” shall mean a bona fide trust for the benefit of a Qualified Stockholder or Family Members of the Qualified Stockholder, if such Transfer does not involve any payment of cash, securities, property or other consideration (other than an interest in such trust) to the Qualified Stockholder, or a trust under the terms of which such Qualified Stockholder has retained a “qualified interest” within the meaning of §2702(b)(1) of the Internal Revenue Code and/or a reversionary interest, in each case so long as the Qualified Stockholder has sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such trust.

 

(j)                                     Qualified Stockholder ” shall mean (i) the registered holder of a share of Class B Common Stock immediately prior to the IPO; (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Company after the IPO (including, without limitation, upon conversion of the Preferred Stock or upon exercise of options or warrants); and (iii) a Permitted Transferee.

 

(k)                                  Transfer ” of a share of Class B Common Stock shall mean any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, including, without limitation, a transfer of a share of Class B Common Stock to a broker or other nominee (regardless of whether there is a corresponding change in beneficial ownership), or the transfer of, or entering into a binding agreement with respect to, Voting Control (as defined below) over such share by proxy or otherwise, such that the previous holders of such voting power no longer retain sole dispositive power and exclusive Voting Control with respect to the shares of Class B Common Stock held by such holder; provided , however , that the following shall not be considered a “Transfer” within the meaning of this Article Fourth:

 

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(i)                                      the granting of a revocable proxy to officers or directors of the Company at the request of the Board of Directors of the Corporation in connection with actions to be taken at an annual or special meeting of stockholders;

 

(ii)                                   entering into a voting trust, agreement or arrangement (with or without granting a proxy) solely with stockholders who are holders of Class B Common Stock that (A) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Company, (B) either has a term not exceeding one (1) year or is terminable by the holder of the shares subject thereto at any time and (C) does not involve any payment of cash, securities, property or other consideration to the holder of the shares subject thereto other than the mutual promise to vote shares in a designated manner;

 

(iii)                                the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise Voting Control over such pledged shares; provided, however , that a foreclosure on such shares or other similar action by the pledgee shall constitute a “Transfer” unless such foreclosure or similar action qualifies as a “Permitted Transfer”;

 

(iv)                               the granting of a proxy by a Founder to a person discussed with the At-Large Director(s) (as such term is defined in the Company’s Amended and Restated Voting Agreement dated November 17, 2016 by and among the Company and the parties identified therein, as may be amended and/or restated from time to time), to exercise Voting Control of the shares of Class B Common Stock owned directly or indirectly, beneficially and of record, by such Founder effective as of the death of such Founder or the exercise by such person of such proxy; or

 

(v)                                  entering into a support or similar voting agreement (with or without granting a proxy) in connection with a Deemed Liquidation Event (as defined below).

 

A “ Transfer ” shall also be deemed to have occurred with respect to a share of Class B Common Stock beneficially held by (i) a Permitted Transferee on the date that such Permitted Transferee ceases to meet the qualifications to be a Permitted Transferee of the Qualified Stockholder who effected the Transfer of such shares to such Permitted Transferee, or (ii) an entity that is a Qualified Stockholder, if there occurs a Transfer on a cumulative basis, from and after the Effective Time, of a majority of the voting power of the voting securities of such entity or any direct or indirect Parent of such entity, other than a Transfer to parties that are, as of the Effective Time, holders of voting securities of any such entity or Parent of such entity. “Parent” of an entity shall mean any entity that directly or indirectly owns or controls a majority of the voting power of the voting securities of such entity.

 

(l)                                      Voting Control ” shall mean, with respect to a share of Class B Common Stock, the power (whether exclusive or shared) to vote or direct the voting of such share by proxy, voting agreement or otherwise.

 

B.                                     PREFERRED STOCK

 

3,311,258 shares of the authorized and issued Preferred Stock of the Corporation are hereby designated “ Series A Preferred Stock ”, 7,131,860 shares of the authorized and issued Preferred Stock of the Corporation are hereby designated “ Series B Preferred Stock ”, 6,041,034 shares of the authorized and issued Preferred Stock of the Corporation are hereby designated “ Series C Preferred Stock ”, 4,706,017 shares of the authorized and issued Preferred Stock of the Corporation are hereby designated “ Series D Preferred Stock ”, 4,158,051 shares of the authorized and issued or unissued Preferred Stock of the Corporation are hereby designated “ Series E Preferred Stock ” and 15,886,621 shares of the

 

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authorized and unissued Preferred Stock of the Corporation are hereby designated “ Series F Preferred Stock ” with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “ Sections ” or “ Subsections ” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.

 

1.                                       Dividends . The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock or other securities and rights converting into or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Preferred Stock then outstanding shall first receive, on a pari passu basis, a non-cumulative dividend on each outstanding share of Preferred Stock at the applicable Dividend Rate (as defined below). Payments of any dividend with respect to shares of Preferred Stock shall be pro rata in proportion to the dividend rate applicable to each such share of Preferred Stock. No dividend shall be paid on Common Stock at a rate greater than that paid to the holders of Preferred Stock (on an as if converted basis). After payment of such dividends to the holders of Preferred Stock, any additional dividends or distributions shall be distributed among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that would be held by each such holder if all shares of Preferred Stock were converted into Common Stock at the then effective conversion rate. For the purposes of this Section 1 , “Dividend Rate” shall mean $0.03624 per annum for each share of Series A Preferred Stock, $0.039483 per share for each share of Series B Preferred Stock, $0.086365 per share for each share of Series C Preferred Stock, $0.33999 per share for each share of Series D Preferred Stock, $0.961989 per share for each share of Series E Preferred Stock and $1.33793 per share for each share of Series F Preferred Stock (each as adjusted for any stock dividend, stock split, combination or similar recapitalization).

 

2.                                       Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales .

 

2.1.                             Preferential Payments to Holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the holders of shares of Preferred Stock then outstanding, on a pari passu basis, shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) (a) $16.724127 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Preferred Stock) (the “ Series F Original Issue Price ”), plus any dividends declared but unpaid thereon in the case of Series F Preferred Stock, (b) $12.024864 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Preferred Stock) (the “ Series E Original Issue Price ”), plus any dividends declared but unpaid thereon in the case of Series E Preferred Stock, (c) $4.2498787 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Preferred Stock) (the “ Series D Original Issue Price ”), plus any dividends declared but unpaid thereon in the case of Series D Preferred Stock, (d) $1.079573108 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Preferred Stock) (the “ Series C Original Issue Price ”), plus any dividends declared but unpaid thereon in the case of Series C Preferred Stock, (e) $0.493537 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Preferred Stock) (the “ Series B Original Issue Price ”), plus any dividends declared but unpaid thereon in the case of Series B Preferred Stock and (f) $0.453 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting the Preferred Stock) (the “ Series A Original Issue Price ”), plus any dividends

 

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declared but unpaid thereon in the case of Series A Preferred Stock, or (ii) such amount per share as would have been payable had all shares of such series of Preferred Stock been converted into Class B Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution or winding up (the amount payable pursuant to this sentence is hereinafter referred to as the “ Series A Liquidation Amount ” with respect to the Series A Preferred Stock, the “ Series B Liquidation Amount ” with respect to the Series B Preferred Stock, the “ Series C Liquidation Amount ” with respect to the Series C Preferred Stock, the “ Series D Liquidation Amount ” with respect to the Series D Preferred Stock, the “ Series E Liquidation Amount ” with respect to the Series E Preferred Stock and the “ Series F Liquidation Amount ” with respect to the Series F Preferred Stock and together with the Series A Liquidation Amount, Series B Liquidation Amount, Series C Liquidation Amount, Series D Liquidation Amount and Series E Liquidation Amount, the “ Preferred Liquidation Amounts ”). If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Preferred Stock the full amount to which they shall be entitled under Subsection 2.1(i), the holders of shares of Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full under Subsection 2.1(i).

 

2.2.                             Payments to Holders of Common Stock . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment of all preferential amounts required to be paid to the holders of shares of Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Common Stock, as provided for in Part A.4 of Article Fourth.

 

2.3.                             Deemed Liquidation Events .

 

2.3.1                      Definition . Each of the following events shall be considered a liquidation of the Corporation (a “ Deemed Liquidation Event ”) unless the holders of at least fifty percent (50%) of the outstanding shares of Preferred Stock elect otherwise by written notice sent to the Corporation at least twenty (20) days prior to the effective date of any such event:

 

(a)                                  a merger or consolidation in which

 

(i)                                      the Corporation is a constituent party or

 

(ii)                                   a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation ( provided that , for the purpose of this Subsection 2.3.1 , all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

 

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(iii)                                the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

 

2.3.2                      Effecting a Deemed Liquidation Even t.

 

(a)                                  The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.3.1(a)(i)  unless the agreement or plan of merger or consolidation (the “ Merger Agreement ”) for such transaction provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 .

 

(b)                                  In the event of a Deemed Liquidation Event referred to in Subsection 2.3.1(a)(ii)  or 2.3.1(b) , if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii)  to require the redemption of such shares of Preferred Stock, and (ii) if the holders of at least fifty percent (50%) of the then outstanding shares of Preferred Stock so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “ Available Proceeds ”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the applicable Preferred Liquidation Amounts. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such necessary changes in the details thereof as are necessitated by the context, to the redemption of the Preferred Stock pursuant to this Subsection 2.3.2(b) . Prior to the distribution or redemption provided for in this Subsection 2.3.2(b) , the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event and to satisfy other obligations of the Corporation.

 

2.3.3                      Amount Deemed Paid or Distributed . The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. If the amount deemed paid or distributed under this Subsection 2.3.3 is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined as follows:

 

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(a)                                  For securities not subject to investment letters or other similar restrictions on free marketability,

 

(i)                                      if traded on a securities exchange or the NASDAQ Stock Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the 30 trading-day period ending three days prior to the closing of such transaction;

 

(ii)                                   if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30 trading-day period ending three days prior to the closing of such transaction; or

 

(iii)                                if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors of the Corporation, which determination shall include the affirmative vote of at least one Preferred Director.

 

(b)                                  The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an appropriate discount (as determined in good faith by the Board of Directors of the Corporation, which determination shall include the affirmative vote of at least one Preferred Director) from the market value as determined pursuant to clause (a) above so as to reflect the approximate fair market value thereof.

 

2.4.                             Allocation of Escrow . In the event of a Deemed Liquidation Event pursuant to Subsection 2.3.1(a)(i) , if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the Merger Agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “ Initial Consideration ”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2 after taking into account the previous payment of the Initial Consideration as part of the same transaction.

 

3.                                       Voting .

 

3.1.                             General . On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the voting power of the number of whole shares of Class B Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Preferred Stock shall vote together with the holders of Class A Common Stock and Class B Common Stock as a single class.

 

3.2.                             Election of Directors . The holders of record of the shares of Series E Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) non-voting director of the Corporation (the “ Series E Director ”). The holders of record of the shares of Series D Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “ Series D Director ”), the holders of record of the shares of Series B Preferred Stock, exclusively and as a separate

 

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class, shall be entitled to elect one (1) director of the Corporation (the “ Series B Director ”), the holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “ Series A Director ”, and together with the Series D Director and the Series B Director, the “ Preferred Directors ”), the holders of record of the shares of Common Stock, exclusively and as a separate class, shall be entitled to elect four (4) directors of the Corporation (each a “ Common Director ” and together the “ Common Directors ”) and the holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Preferred Stock), exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation. Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares representing a majority of the voting power of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 3.2 , then any directorship not so filled shall remain vacant until such time as the holders of the Series A Preferred Stock, Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the voting power of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 3.2 , a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 3.2 . Each director other than the non-voting director shall have one vote on all matters considered by the Board of Directors of the Corporation. With respect to any mater considered by the Board of Directors of the Corporation or any committee thereof, whether at a meeting of the Board of Directors of the Corporation or such committee or by written consent thereof, the proportion of votes required to adopt such action at a meeting or by written consent shall be calculated without regard to the non-voting director, and every reference in the General Corporation Law, this Certificate of Incorporation, the Corporation’s by-laws or otherwise to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of the directors without regard to the non-voting director.

 

3.3.                             Series F Preferred Stock Protective Provisions . At any time when at least 2,000,000 shares of Series F Preferred Stock (subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification, or similar event affecting such shares) are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least fifty percent (50%) of the then outstanding shares of Series F Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio , and of no force or effect:

 

(a)                                  amend, alter or repeal, solely as it pertains to the Series F Preferred Stock, in a manner materially adverse to the holders of Series F Preferred Stock, any provision of (i ) Article Fourth, Section B. 2.3 , 4.4 or 5.1 of this Certificate of Incorporation or (ii) to the extent relating to liquidation preference, mandatory conversion or anti-dilution, the Bylaws of the Corporation; provided

 

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that no written consent or affirmative vote of the holders of Series F Preferred Stock shall be required for any amendments or alterations to such provisions referenced in clauses (i) and (ii) solely to authorize and provide for the issuance of any further series of preferred stock that is senior to or pari passu with the Series F Preferred Stock; or

 

(b)                                  increase the authorized number of shares of Series F Preferred Stock.

 

3.4.                             Preferred Stock Protective Provisions . At any time when any shares of Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least fifty percent (50%) of the then outstanding shares of Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio , and of no force or effect:

 

(a)                                  liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any Deemed Liquidation Event, or consent to any of the foregoing unless at the closing of such Deemed Liquidation Event the holders of Preferred Stock receive a price per share equal to at least one (lx) times the Series F Original Issue Price (subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification, or similar event affecting such shares);

 

(b)                                  amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation;

 

(c)                                   create, or authorize the creation of, or issue or obligate itself to issue, any equity securities (including any other security convertible into or exchangeable for any such equity security) unless the same ranks junior to the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution, winding up of the Corporation or Deemed Liquidation Event, the payment of dividends and rights of redemption, conversion and other rights, preferences and privileges;

 

(d)                                  (i) reclassify, alter or amend any existing security of the Corporation that is pari passu with the Preferred Stock in respect of the distribution of assets on the liquidation, dissolution, winding up of the Corporation or Deemed Liquidation Event, the payment of dividends or rights of redemption, conversion and other rights, preferences and privileges, if such reclassification, alteration or amendment would render such other security senior to the Preferred Stock in respect of any such right, preference or privilege, or (ii) reclassify, alter or amend any existing security of the Corporation that is junior to the Preferred Stock in respect of the distribution of assets on the liquidation, dissolution, winding up of the Corporation or Deemed Liquidation Event, the payment of dividends or rights of redemption conversion and other rights, preferences and privileges, if such reclassification, alteration or amendment would render such other security senior to or pari passu with the Preferred Stock in respect of any such right, preference or privilege;

 

(e)                                   purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock or other securities or rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof;

 

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(f)                                    (i) create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation, (ii) sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation, or (iii) permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary, in each case, other than any sale, lease, transfer, license or other disposal to the Corporation or to another wholly owned subsidiary of the Corporation;

 

(g)                                   increase or decrease the authorized number of directors constituting the Board of Directors of the Corporation;

 

(h)                                  increase or decrease the authorized number of shares of Preferred Stock or Common Stock; or

 

(i)                                      take any action that would adversely change the rights, preferences or privileges of the Preferred Stock.

 

4.                                       Optional Conversion . The holders of the Preferred Stock shall have conversion rights as follows (the “ Conversion Rights ”):

 

4.1.                             Right to Convert .

 

4.1.1                      Conversion Ratio . Each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Class B Common Stock as is determined by dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below) in effect at the time of conversion, in the case of the Series A Preferred Stock, into such number of fully paid and nonassessable shares of Class B Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion, in the case of the Series B Preferred Stock, into such number of fully paid and nonassessable shares of Class B Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in the case of the Series C Preferred Stock, into such number of fully paid and nonassessable shares of Class B Common Stock as is determined by dividing the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion, in the case of the Series D Preferred Stock, into such number of fully paid and nonassessable shares of Class B Common Stock as is determined by dividing the Series E Original Issue Price by the Series E Conversion Price (as defined below) in effect at the time of conversion, in the case of the Series E Preferred Stock and into such number of fully paid and nonassessable shares of Class B Common Stock as is determined by dividing the Series F Original. Issue Price by the Series F Conversion Price (as defined below) in effect at the time of conversion in the case of the Series F Preferred Stock. The “ Series A Conversion Price ” shall initially be equal to $0.302, the “ Series B Conversion Price ” shall initially be equal to $0.329025, the “ Series C Conversion Price ” shall initially be equal to $0.719715405, the “ Series D Conversion Price ” shall initially be equal to $2.8332525, the “ Series E Conversion Price ” shall initially be equal to $8.016576 and the “ Series F Conversion Price ” shall initially be equal to $16.724127. For purposes hereof, the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price, Series D Conversion Price, Series E Conversion Price and the Series F Conversion Price, collectively, shall be referred to as the “ Preferred Conversion Price ” and individually as the “ applicable Preferred Conversion Price ”. Each Preferred Conversion Price, and the rate at which shares of Preferred Stock may be converted into shares of Class B Common Stock, shall be subject to adjustment as provided below. Following the Final Conversion Date, each share of Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and

 

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without the payment of additional consideration by the holder thereof, into Class A Common Stock, and all references to “ Class B Common Stock ” in this Subsection 4.1.1 and in Subsections 4.2 and 4.3 shall be deemed to be to “ Class A Common Stock .”

 

4.1.2                      Termination of Conversion Rights . In the event of a notice of redemption of any shares of Preferred Stock pursuant to Section 6, the Conversion Rights of the shares designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the redemption price is not fully paid on such redemption date, in which case the Conversion Rights for such shares shall continue until such price is paid in full. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

 

4.2.                             Fractional Shares . No fractional shares of Class B Common Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Class B Common Stock as determined in good faith by the Board of Directors of the Corporation. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Class B Common Stock and the aggregate number of shares of Class B Common Stock issuable upon such conversion.

 

4.3.                             Mechanics of Conversion .

 

4.3.1                      Notice of Conversion . In order for a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Class B Common Stock, such holder shall surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Class B Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “ Conversion Time ”), and the shares of Class B Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Preferred Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Class B Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Preferred Stock represented by the surrendered certificate that were not converted into Class B Common Stock, (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of any fraction of a share of Class B Common Stock otherwise issuable upon such conversion and (iii) pay all declared but unpaid dividends on the shares of Preferred Stock converted.

 

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4.3.2                      Reservation of Shares . The Corporation shall at all times when the Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Class B Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at any time the number of authorized but unissued shares of Class B Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Class B 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 the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Preferred Conversion Price below the then par value of the shares of Class B Common Stock issuable upon conversion of the applicable Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Class B Common Stock at such adjusted Preferred Conversion Price.

 

4.3.3                      Effect of Conversion . All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Class B Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 4.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

 

4.3.4                      No Further Adjustment . Upon any such conversion, no adjustment to the Preferred Conversion Price shall be made for any declared but unpaid dividends on Preferred Stock surrendered for conversion or on the Class B Common Stock delivered upon conversion.

 

4.3.5                      Taxes . The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Class B Common Stock upon conversion of shares of Preferred Stock pursuant to this Section 4 . The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Class B Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

 

4.4.                             Adjustments to Preferred Conversion Price for Diluting Issues .

 

4.4.1                      Special Definitions . For purposes of this Article Fourth, the following definitions shall apply:

 

(a)                                  Option ” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

 

(b)                                  Original Issue Date ” shall mean the date on which the first share of Series F Preferred Stock was issued.

 

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(c)                                   Convertible Securities ” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

 

(d)                                  Additional Shares of Common Stock ” shall mean all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “ Exempted Securities ”):

 

(i)                                      shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on or conversion of Preferred Stock or conversion of Class B Common Stock;

 

(ii)                                   shares of Common Stock, Options or Convertible Securities issued by reason of the Stock Split, a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Subsection 4.5 , 4.6 , 4.7 or 4.8 ;

 

(iii)                                shares of Common Stock or Options issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to the Corporation’s 2008 Stock Incentive Plan, as amended, the Corporation’s 2016 Equity Incentive Plan, the Australian Stock Option Plan, the Israeli Stock Option Plan, or any other plan, agreement or arrangement approved by the Board of Directors of the Corporation, including at least two Preferred Directors, or shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;

 

(iv)                               shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction primarily for purposes other than raising capital, approved by the Board of Directors of the Corporation, including at least two Preferred Directors;

 

(v)                                  shares of Common Stock, Options or Convertible Securities issued pursuant to the bona fide acquisition of another corporation by the Corporation by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement, provided, that such issuances are approved by the Board of Directors of the Corporation;

 

(vi)                               shares of Common Stock issued pursuant to the Corporation’s first underwritten public offering;

 

(vii)                            shares issued at a price per share below the Series F Conversion Price but higher than the Series E Conversion Price if approved by the written consent of the holders of at least fifty percent (50%) of the outstanding shares of Series F Preferred Stock; or

 

(viii)                         shares sold pursuant to that certain Series F Stock Purchase Agreement dated on or about January 31, 2017, as the same may be amended from time to time.

 

4.4.2                      Intentionally Omitted .

 

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4.4.3                      Deemed Issue of Additional Shares of Common Stock .

 

(a)                                  If the Corporation at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

 

(b)                                  If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to any Preferred Conversion Price pursuant to the terms of Subsection 4.4.4 , are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Preferred Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Preferred Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b)  shall have the effect of increasing the Preferred Conversion Price to an amount which exceeds the lower of (i) the Preferred Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Preferred Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

 

(c)                                   If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the applicable Preferred Conversion Price pursuant to the terms of Subsection 4.4.4 (either because the consideration per share (determined pursuant to Subsection 4.4.5 ) of the Additional Shares of Common Stock subject thereto was equal to or greater than the applicable Preferred Conversion Price then in effect, or because such Option or Convertible Security was issued before the Original Issue Date), are revised after the Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (I) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 4.4.3(a) ) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

 

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(d)                                  Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to any Preferred Conversion Price pursuant to the terms of Subsection 4.4.4 , the applicable Preferred Conversion Price shall be readjusted to such Preferred Conversion Price as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.

 

(e)                                   If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the applicable Preferred Conversion Price provided for in this Subsection 4.4.3 shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 4.4.3 ). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the applicable Preferred Conversion Price that would result under the terms of this Subsection 4.4.3 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the applicable Preferred Conversion Price that such issuance or amendment took place at the time such calculation can first be made.

 

4.4.4                      Adjustment of Preferred Conversion Price Upon Issuance of Additional Shares of Common Stock . In the event the Corporation shall at any time after the Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 4.4.3 ), without consideration or for a consideration per share less than the applicable Preferred Conversion Price in effect immediately prior to such issue, then the applicable Preferred Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

 

CP 2  = CP 1 * (A + B) ÷ (A + C).

 

For purposes of the foregoing formula, the following definitions shall apply:

 

(a)                                  “CP 2 ” shall mean the applicable Preferred Conversion Price in effect immediately after such issue of Additional Shares of Common Stock

 

(b)                                  “CP 1 ” shall mean the applicable Preferred Conversion Price in effect immediately prior to such issue of Additional Shares of Common Stock;

 

(c)                                   “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities (including the Preferred Stock outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

 

(d)                                  “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP 1

 

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(determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP 1 ); and

 

(e)                                   “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

 

4.4.5                      Determination of Consideration . For purposes of this Subsection 4.4 , the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

 

(a)                                  Cash and Property . Such consideration shall:

 

(i)                                      insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

 

(ii)                                   insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

 

(iii)                                in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i)  and (ii)  above, as determined in good faith by the Board of Directors of the Corporation.

 

(b)                                  Options and Convertible Securities . The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Subsection 4.4.3 , relating to Options and Convertible Securities, shall be determined by dividing

 

(i)                                      the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

 

(ii)                                   the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

 

4.4.6                      Multiple Closing Dates . In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the applicable Preferred Conversion Price pursuant to the terms of Subsection 4.4.4 , and such issuance dates occur within a period of no more than 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, the applicable Preferred Conversion Price shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

 

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4.5.         Adjustment for Stock Splits and Combinations . If the Corporation shall at any time or from time to time after the Original Issue Date effect a subdivision of the outstanding Common Stock, the applicable Preferred Conversion Price in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the applicable Preferred Conversion Price in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective. For avoidance of doubt, all adjustments required by the Stock Split are reflected herein.

 

4,6.         Adjustment for Certain Dividends and Distributions . In the event the Corporation at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the applicable Preferred Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Preferred Conversion Price then in effect by a fraction:

 

(1)           the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

 

(2)           the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

 

Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the applicable Preferred Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the applicable Preferred Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) that no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Class B Common Stock in a number equal to the number of shares of Class B Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Class B Common Stock on the date of such event.

 

4.6.         Adjustments for Other Dividends and Distributions . In the event the Corporation at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each such event the holders of Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Preferred Stock had been converted into Class B Common Stock on the date of such event.

 

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4,8.         Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.3 if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4 , 4.6 or 4.7 ), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the applicable Preferred Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Preferred Stock. For the avoidance of doubt, nothing in this Subsection 4.8 shall be construed as preventing the holders of Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the Delaware General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall this Subsection 4.8 be deemed conclusive evidence of the fair value of the shares of Preferred Stock in any such appraisal proceeding.

 

4.7.         Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of any Preferred Conversion Price pursuant to this Section 4 , the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the applicable Preferred Conversion Price then in effect, and (ii) the number of shares of Class B Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Preferred Stock.

 

4.8.         Notice of Record Date . In the event:

 

(a)           the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

 

(b)           of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

 

(c)           of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

 

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right,

 

22



 

and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Preferred Stock and the Common Stock. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.

 

5.             Mandatory Conversion .

 

5.1.         Trigger Events . Upon either (a) the closing of the sale of shares of Class A Common Stock to the public, in a firm-commitment underwritten public offering listed on the NASDAQ Stock Market or the New York Stock Exchange, pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $40,000,000 of gross proceeds to the Corporation, or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least fifty percent (50%) of the voting power of the then outstanding shares of Preferred Stock (which consent shall include the vote or written consent of the holders of at least fifty percent (50%) of the voting power of the then outstanding shares of Series F Preferred Stock unless the conversion is in connection with and subject to the consummation of a preferred stock financing at a price per share below the Series F Conversion Price) (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “ Mandatory Conversion Time ”), (x) all outstanding shares of Preferred Stock shall automatically be converted into shares of (i) Class B Common Stock, if prior to the Final Conversion Date or (ii) Class A Common Stock, if after the Final Conversion Date, at the then effective applicable conversion rate and (y) such shares may not be reissued by the Corporation.

 

5.2.         Procedural Requirements . All holders of record of shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Section 5. Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Section 5.1 , including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Subsection 5.2 . As soon as practicable after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Class B Common Stock (or, if after the Final Conversion Date, Class A Common Stock) issuable on such conversion in accordance with the provisions hereof, together with cash as provided in Subsection 4.2 in lieu of any fraction of a share of Class B Common Stock (or, if after the Final Conversion Date, Class A

 

23



 

Common Stock) otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

 

6.             Redemption .

 

6.1.         Redemption . Shares of Preferred Stock shall be redeemed by the Corporation out of funds lawfully available therefor at a price equal to the Series A Original Issue Price per share, the Series B Original Issue Price per share, the Series C Original Issue Price per share, the Series D Original Issue Price per share, the Series E Original Issue Price per share, and the Series F Original Issue Price per share, respectively, plus all declared but unpaid dividends thereon (the “ Redemption Price ”), in three annual installments commencing not more than 60 days after receipt by the Corporation at any time on or after October 2, 2018, from the holders of at least fifty percent (50%) of the then outstanding shares of Preferred Stock, of written notice requesting redemption of all shares of Preferred Stock (other than those shares of Preferred Stock which are the subject of a Non Redemption Election, as provided for below). Upon receipt of such notice requesting redemption, the Corporation shall apply an amount of assets equal to the Redemption Price payable upon the next Redemption Date, to any such redemption, and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders. The date of each such installment shall be referred to as a “ Redemption Date ”. On each Redemption Date, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of Preferred Stock owned by each holder, that number of outstanding shares of Preferred Stock determined by dividing (i) the total number of shares of Preferred Stock outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the Corporation does not have sufficient funds legally available to redeem on any Redemption Date all shares of Preferred Stock to be redeemed on such Redemption Date, the Corporation shall redeem a pro rata portion of each holder’s redeemable shares of such capital stock out of funds legally available therefor, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor.

 

6.2.         Redemption Notice . The Corporation shall send written notice of the mandatory redemption (the “ Redemption Notice ”) to each holder of record of Preferred Stock not less than 40 days prior to each Redemption Date. Each Redemption Notice shall state:

 

(a)           the number of shares of Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice;

 

(b)           the Redemption Date and the Redemption Price;

 

(c)           the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 4.1 ); and

 

(d)           that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed.

 

6.3.         Surrender of Certificates; Payment . On or before the applicable Redemption Date, each holder of shares of Preferred Stock to be redeemed on such Redemption Date, unless such holder has

 

24



 

(i) exercised his, her or its right to convert such shares as provided in Section 4 or (ii) provided written notice of its election not to have its shares of Preferred Stock redeemed (a “ Non-Redemption Election ”), shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of Preferred Stock shall promptly be issued to such holder. In no event may a holder make a Non-Redemption Election if such holder has made the written notice of redemption as set forth in the first sentence of Section 6.1 above.

 

6.4.         Rights Subsequent to Redemption . If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the Redemption Price payable upon redemption of the shares of Preferred Stock to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor in a timely manner, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the Redemption Price without interest upon surrender of their certificate or certificates therefor. Holders of unredeemed shares of Preferred Stock shall have all the rights previously available to holders of such stock.

 

7.             Redeemed or Otherwise Acquired Shares . Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

 

8.             Waiver . Any of the rights, powers, preferences and other terms of the Preferred Stock set forth herein may be waived on behalf of all holders of Preferred Stock by the affirmative written consent or vote of the holders of at least fifty percent (50%) of the shares of Preferred Stock then outstanding, provided however, that the affirmative written consent or vote of the holders of at least fifty percent (50%) of the shares of Series F Preferred Stock shall be required for any waiver of any provision referenced in Article Fourth Section B.3.3(a)(i) of this Certificate of Incorporation.

 

9.             Notices . Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

 

FIFTH :                 Subject to any additional vote required by the Certificate of Incorporation or Bylaws, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

 

25



 

SIXTH :                 Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.

 

SEVENTH :          Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

 

EIGHTH :             Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors of the Corporation or in the Bylaws of the Corporation.

 

NINTH :                 The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, or in being informed about, 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 affiliate, partner, member, director, stockholder, employee, agent or other related person 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.

 

TENTH :               To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Tenth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

 

Any repeal or modification of the foregoing provisions of this Article Tenth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

 

ELEVENTH : To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.

 

Any amendment, repeal or modification of the foregoing provisions of this Article Eleventh shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.

 

* * *

 

3.             That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law.

 

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4.             That this Tenth Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s Ninth Amended and Restated Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

 

27



 

IN WITNESS WHEREOF , this Tenth Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 31st day of January, 2017.

 

 

By:

/s/ Dev Ittycheria

 

Name:

Dev Ittycheria

 

Title:

Chief Executive Officer

 

28


 

CERTIFICATE OF AMENDMENT

OF
TENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF

MONGODB, INC.

 

MONGODB, INC. , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify:

 

FIRST : The name of this corporation is MongoDB, Inc. (hereinafter referred to as the “ Corporation ”).

 

SECOND : The original name of the Corporation was 10Gen, Inc. and the date of filing of the Corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was November 26, 2007.  The Corporation’s Certificate of Incorporation was last amended and restated by the Tenth Amended and Restated Certificate of Incorporation (the “ Amended and Restated Certificate of Incorporation ”) on January 31, 2017. Capitalized terms used herein and not defined herein shall have their respective meanings set forth in the Amended and Restated Certificate of Incorporation.

 

THIRD: The Board of Directors of the Corporation duly adopted and approved an amendment to the Amended and Restated Certificate of Incorporation of the Corporation (this “ Certificate of Amendment ”) to effect a reverse stock split in accordance with the provisions of Sections 141 and 242 of the DGCL, declaring such reverse stock split and amendment to be in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor.

 

FOURTH:

 

1.             The following paragraphs shall be inserted immediately prior to the first paragraph of ARTICLE FOURTH of the Amended and Restated Certificate of Incorporation:

 

“Effective upon the filing of this Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Effective Time ”), and without further action by the holders of such shares, every two (2) outstanding shares of Class A Common Stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Class A Common Stock and every two (2) outstanding shares of Class B Common Stock shall be combined into one (1) validly issued, fully paid and non-assessable share of Class B Common Stock (the “ Reverse Stock Split ”).

 



 

The par value of the shares of Common Stock and authorized number of shares of Common Stock shall not be adjusted in connection with the Reverse Stock Split. In any and all cases in which the number of shares of Common Stock issuable in connection with such Reverse Stock Split shall be less than one share, fractional shares shall not be issued, but a cash payment shall be made in lieu of such fractional shares based on the fair market value of the Common Stock (as determined by the Board) as of the Effective Time, rounded up to the nearest whole cent.  All shares of Class A Common Stock so split that are held by a stockholder shall be aggregated subsequent to the foregoing Reverse Stock Split. All shares of Class B Common Stock so split that are held by a stockholder shall be aggregated subsequent to the foregoing Reverse Stock Split.

 

All of the outstanding share amounts, amounts per share and per share numbers for the Common Stock and each series of Preferred Stock set forth in the Amended and Restated Certificate of Incorporation shall be appropriately adjusted to give effect to the Reverse Stock Split, as applicable.”

 

2.             The phrase “Upon either” appearing in the first sentence of Section 5.1 of Part B of ARTICLE FOURTH of the Amended and Restated Certificate of Incorporation shall be deleted and replaced with the phrase “Immediately prior to either”.

 

FIFTH: This Certificate of Amendment, which further amends the provisions of the Amended and Restated Certificate of Incorporation, was submitted to the stockholders of the Corporation for their approval and was approved by the holders of the requisite number of shares of the Corporation in accordance with the provisions of Sections 228 and 242 of the DGCL.

 

SIXTH: All other provisions of the Amended and Restated Certificate of Incorporation, as amended and currently on file with the Secretary of State of the State of Delaware, shall remain in full force and effect .

 

[SIGNATURE PAGE FOLLOWS]

 



 

IN WITNESS WHEREOF , this Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 5th day of October 2017.

 

 

 

MONGODB, INC.

 

 

 

By:   

/s/ Dev Ittycheria

 

Name:

Dev Ittycheria

 

Title:

President and Chief Executive Officer

 




Exhibit 4.1

 

MongoDB, Inc. SEE REVERSE SIDE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE, OF MongoDB, Inc. transferable on the books of the Corporation byCthe hOolder Mhereof iMn persoOn or bNy Attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly authorized officers. Dated: PRESIDENT & CHIEF EXECUTIVE OFFICER SECRETARY COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY (Brooklyn, New York) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE THIS CERTIFIES THAT is the owner of CUSIP 60937P 10 6

GRAPHIC

 

 

THE BOARD OF THIS CORPORATION HAS THE AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON STOCK. THIS CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST SENT TO ITS PRINCIPAL EXECUTIVE OFFICES, AND WITHOUT CHARGE, A FULL STATEMENT OF THE BOARD’S AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEN OUTSTANDING OR AUTHORIZED TO BE ISSUED. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: UTMA – Custodian TEN COM TEN ENT JT TEN – as tenants in common – as tenants by entireties – as joint tenants with right of survivorship and not as tenants in common (Cust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. For value received hereby sell, assign, and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

GRAPHIC

 



Exhibit 5.1

 

 

Babak Yaghmaie
T: 212 479 6556
byaghmaie@cooley.com

 

October 6, 2017

 

MongoDB, Inc.

229 W. 43rd Street, 5th Floor

New York, NY  10036

 

Ladies and Gentlemen:

 

We have acted as counsel to MongoDB, Inc., a Delaware corporation (the “ Company ”), in connection with the filing by the Company of a Registration Statement (No. 333-220557) on Form S-1 (the “ Registration Statement ”) with the U.S. Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the “ Prospectus ”), covering an underwritten public offering (the “ Offering ”) of up to 9,200,000 shares of the Company’s Class A common stock, par value $0.001 per share (“ Shares ”), including up to 1,200,000 Shares that may be sold by the Company upon exercise of an over-allotment option to be granted to the underwriters.

 

In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof, (c) forms of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.2 and 3.4 to the Registration Statement, respectively, each of which will be in effect upon the closing of the Offering and (d) the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that the Shares will be sold at a price and on terms authorized by the Board of Directors of the Company, or the Pricing Committee thereof, in accordance with Section 153 of the General Corporation Law of the State of Delaware (the “ DGCL ”).

 

We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof ( except we have not assumed the due execution and delivery by the Company of any such documents).  As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. Our opinion is expressed only with respect to the DGCL.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefore in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.

 

COOLEY LLP   1114 AVENUE OF THE AMERICAS   NEW YORK, NY   10036
T: (212) 479-6000  F: (212) 479-6275  COOLEY.COM

 



 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

 

 

 

COOLEY LLP

 

 

 

 

 

By:

/s/ Babak Yaghmaie

 

 

Babak Yaghmaie

 

 

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Exhibit 10.2

 

MONGODB, INC.

 

2016 EQUITY INCENTIVE PLAN

 

ADOPTED BY THE BOARD OF DIRECTORS: DECEMBER 7, 2016

APPROVED BY THE STOCKHOLDERS: JANUARY 27, 2017

AMENDED AND RESTATED BY THE BOARD OF DIRECTORS:  OCTOBER 4, 2017

APPROVED BY THE STOCKHOLDERS:  OCTOBER 5, 2017

EFFECTIVE DATE OF AMENDMENT AND RESTATEMENT: [•] , 2017

 

1.                                       GENERAL.

 

(a)                                  Successor to and Continuation of Prior Plan.

 

(i)                                     The Restated Plan is intended as the successor to and continuation of the MongoDB, Inc. (f/k/a 10Gen, Inc.) 2008 Stock Incentive Plan, as amended (the “ Prior Plan ”). From and after 12:01 a.m. Pacific time on the Effective Date, no additional stock awards will be granted under the Prior Plan.  All Awards granted on or after 12:01 a.m. Pacific Time on the Effective Date will be granted under this Restated Plan.  All stock awards granted under the Prior Plan remain subject to the terms of the Prior Plan.

 

(ii)                                 From and after 12:01 a.m. Pacific time on the Effective Date, a number of shares of Common Stock equal to the total number of shares of Class A Common Stock subject, at such time, to outstanding stock awards granted under the Prior Plan that (A) expire or terminate for any reason prior to exercise or settlement; (B) are forfeited or reacquired because of the failure to meet a contingency or condition required to vest such shares or are repurchased at the original issuance price; or (C) are otherwise reacquired or withheld (or not issued) to satisfy the purchase or exercise price or tax withholding obligation in connection with an award (the “ Returning Shares ”) will immediately be added to the Share Reserve (as further described in Section 3(a) below) as and when such shares become Returning Shares (up to the maximum number set forth in Section 3(a)), and become available for issuance pursuant to Stock Awards granted hereunder.

 

(b)                                  Eligible Award Recipients.   Employees, Directors and Consultants are eligible to receive Awards under the terms of the Restated Plan.

 

(c)                                   Available Awards.   The Restated Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.

 

(d)                                  Purpose.   The Restated Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

 

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2.                                       ADMINISTRATION.

 

(a)                                  Administration by Board.   The Board will administer the Restated Plan.  The Board may delegate administration of the Restated Plan to a Committee or Committees, as provided in Section 2(c).

 

(b)                                  Powers of Board.   The Board will have the power, subject to, and within the limitations of, the express provisions of the Restated Plan:

 

(i)                                     To determine (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the Fair Market Value applicable to a Stock Award.

 

(ii)                                 To construe and interpret the Restated Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Restated Plan and Awards.  The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Restated Plan or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient to make the Restated Plan or Award fully effective.

 

(iii)                             To settle all controversies regarding the Restated Plan and Awards granted under it.

 

(iv)                              To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued).

 

(v)                                  To suspend or terminate the Restated Plan at any time.  Except as otherwise provided in the Restated Plan or an Award Agreement, suspension or termination of the Restated Plan will not impair a Participant’s rights under the Participant’s then-outstanding Award without the Participant’s written consent except as provided in subsection (viii) below.

 

(vi)                              To amend the Restated Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Restated Plan or Awards granted under the Restated Plan into compliance with the requirements for Incentive Stock Options or ensuring that they are exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Restated Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Restated Plan, (B) materially expands the class of individuals eligible to receive Awards under the Restated Plan, (C) materially increases the benefits accruing to Participants under the Restated Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Restated Plan, (E) materially extends the term of the Restated Plan, or (F) materially expands the types of Awards available for issuance under the Restated Plan.  Except as otherwise provided in the Restated Plan (including subsection (viii) below) or an Award Agreement, no amendment of the Restated Plan will

 

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materially impair a Participant’s rights under an outstanding Award without the Participant’s written consent.

 

(vii)                          To submit any amendment to the Restated Plan for stockholder approval, including, but not limited to, amendments to the Restated Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding Incentive Stock Options, or (C) Rule 16b-3.

 

(viii)                      To approve forms of Award Agreements for use under the Restated Plan and to amend the terms of any one or more Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Restated Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and (B) such Participant consents in writing.  Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affected Participant’s consent (A) to maintain the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.

 

(ix)                              Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Restated Plan and/or Award Agreements.

 

(x)                                  To adopt such rules, procedures and sub-plans as are necessary or appropriate to permit participation in the Restated Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary for immaterial modifications to the Restated Plan or any Award Agreement that are made to ensure or facilitate compliance with the laws or regulations of the relevant foreign jurisdiction).

 

(xi)                              To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted under the Restated Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles.

 

(c)                                   Delegation to Committee.

 

(i)                                     General .  The Board may delegate some or all of the administration of the Restated Plan to a Committee or Committees.  If administration of the Restated Plan is delegated to a

 

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Committee, the Committee will have, in connection with the administration of the Restated Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Restated Plan to the Board will thereafter be to the Committee or subcommittee, as applicable).  Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Restated Plan, adopted from time to time by the Board or Committee (as applicable).  The Board may retain the authority to concurrently administer the Restated Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

 

(ii)                                 Section 162(m) and Rule 16b-3 Compliance.   The Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.

 

(d)                                  Delegation to an Officer.   The Board may delegate to one (1) or more Officers the authority to do one or both of the following: (i) designate Employees who are not Officers or Directors to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such Stock Awards, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to himself or herself.  Any such Stock Awards will be granted on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in the resolutions approving the delegation authority.  The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(s)(iii) below.

 

(e)                                   Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

 

3.                                       SHARES SUBJECT TO THE RESTATED PLAN.

 

(a)                                  Share Reserve .

 

(i)                                     Subject to Section 9(a) relating to Capitalization Adjustments and subsection (ii) below regarding the annual increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date will not exceed 17,436,415 shares, which number is the sum of (A) 7,922,195 shares, and (B) the Returning Shares, if any, which become available for grant under this Restated Plan from time to time, in an aggregate amount not to exceed 9,514,220 (such aggregate number of shares described in (A) and (B) above, ( the “ Share Reserve ”).

 

(ii)                                 The Share Reserve will automatically increase on the first day of each fiscal year, for a period of not more than ten years, commencing on February 1 in the calendar year following the calendar year in which the Restatement Date occurs and ending on and including February 1, 2027, in an amount equal to 5% of the total number of shares of Capital Stock outstanding on the last day of the fiscal year prior to the date of such automatic increase.  Notwithstanding the foregoing, the Board may act prior to the first day of a given fiscal year to provide that there will be no increase in the Share Reserve for such

 

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year or that the increase in the Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.

 

(iii)                             For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Restated Plan.  Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a).

 

(iv)                              Shares may be issued under the terms of the Restated Plan in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c), or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Restated Plan.

 

(b)                                  Reversion of Shares to the Share Reserve .  If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of the shares covered by such Stock Award having been issued or (ii) is settled in cash ( i.e. , the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Restated Plan.  If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Restated Plan.  Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Restated Plan.

 

(c)                                   Incentive Stock Option Limit.  Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be three (3) times the Share Reserve.

 

(d)                                  Section 162(m) Limitations .  Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, the following limitations will apply.

 

(i)                                     A maximum of 2,250,000 shares of Common Stock subject to Options, SARs and Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date any such Stock Award is granted may be granted to any Participant during any one calendar year.  Notwithstanding the foregoing, if any additional Options, SARs or Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred percent (100%) of the Fair Market Value on the date the Stock Award are granted to any Participant during any fiscal year, compensation attributable to the exercise of such additional Stock Awards will not satisfy the requirements to be considered “qualified performance-based compensation” under Section 162(m) of the Code unless such additional Stock Award is approved by the Company’s stockholders.

 

(ii)                                 A maximum of 2,250,000 shares of Common Stock subject to Performance Stock Awards may be granted to any one Participant during any one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance Period of the Performance Goals).

 

(iii)                             A maximum of $3,000,000 may be granted as a Performance Cash Award to any one Participant during any one calendar year.

 

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(e)                                   Limitation on Grants to Non-Employee Directors. The maximum number of shares of Common Stock subject to Stock Awards granted under the Restated Plan or otherwise during any one fiscal year to any Non-Employee Director, taken together with any cash fees paid by the Company to such Non-Employee Director during such fiscal year for service on the Board, will not exceed $1,000,000 in total value (calculating the value of any such Stock Awards based on the grant date fair value of such Stock Awards for financial reporting purposes).

 

(f)                                    Source of Shares.   The stock issuable under the Restated Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.

 

4.                                       ELIGIBILITY FOR STOCK AWARDS.

 

(a)                                  Eligibility for Specific Stock Awards .  Incentive Stock Options may be granted only to employees of the Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code).  Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however , that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively comply with the distribution requirements of Section 409A of the Code.

 

(b)                                  Ten Percent Stockholders .  A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

 

5.                                       PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS.

 

Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate.  All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option.  If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however , that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of the following provisions:

 

(a)                                  Term.   Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.

 

(b)                                  Exercise Price.   Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option or SAR on the date

 

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the Stock Award is granted.  Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant to an assumption of or substitution for another option or stock appreciation right pursuant to a corporate transaction and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.  Each SAR will be denominated in shares of Common Stock equivalents.

 

(c)                                   Purchase Price for Options.   The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below.  The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment.  The permitted methods of payment are as follows:

 

(i)                                     by cash, check, bank draft, wire transfer, or money order payable to the Company;

 

(ii)                                 pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds;

 

(iii)                             by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

 

(iv)                              if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.  Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

 

(v)                                  in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award Agreement.

 

(d)                                  Exercise and Payment of a SAR.   To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR.  The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date.  The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such SAR.

 

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(e)                                   Transferability of Options and SARs.   The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine.  In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and SARs will apply:

 

(i)                                     Restrictions on Transfer .  An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant.  The Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided in the Restated Plan, neither an Option nor a SAR may be transferred for consideration.

 

(ii)                                 Domestic Relations Orders .  Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation Section 1.421-1(b)(2) or comparable local law.  If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

 

(iii)                             Beneficiary Designation .  Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.  In the absence of such a designation, upon the death of the Participant, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.  However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws.

 

(f)                                    Vesting Generally.   The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal.  The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of performance goals or other criteria) as the Board may deem appropriate.  The vesting provisions of individual Options or SARs may vary.  The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

 

(g)                                  Termination of Continuous Service.   Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date three (3) months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Stock Award Agreement, which period will not be less than thirty (30) days if necessary to comply with applicable laws unless such termination is for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement.  If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.

 

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(h)                                  Extension of Termination Date.   Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.  In addition, unless otherwise provided in a Participant’s Stock Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement.

 

(i)                                     Disability of Participant.   Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination of Continuous Service (or such longer or shorter period specified in the Stock Award Agreement), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement.  If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.

 

(j)                                     Death of Participant.   Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Stock Award Agreement), and (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement.  If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable) will terminate.

 

(k)                                  Termination for Cause.   Except as explicitly provided otherwise in a Participant’s Stock Award Agreement or other individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will

 

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be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service.

 

(l)                                     Non-Exempt Employees .  If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the U.S. Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option or SAR (although the Stock Award may vest prior to such date).  Consistent with the provisions of the U.S. Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement, in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six (6) months following the date of grant.  The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.

 

(m)                              Early Exercise of Options.   An Option may include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option.  Any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.

 

6.                                       PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS.

 

(a)                                  Restricted Stock Awards.   Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate.  To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock underlying a Restricted Stock Award may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board.  The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical.  Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

 

(i)                                     Consideration . A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

 

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(ii)                                 Vesting .  Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.

 

(iii)                             Termination of Participant’s Continuous Service .  If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

 

(iv)                              Transferability .  Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

 

(v)                                  Dividends.  A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.

 

(b)                                  Restricted Stock Unit Awards.  Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate.  The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical.  Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Restricted Stock Unit Award Agreement or otherwise) the substance of each of the following provisions:

 

(i)                                     Consideration.   At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award.  The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.

 

(ii)                                 Vesting.  At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.

 

(iii)                             Payment .  A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

 

(iv)                              Additional Restrictions.  At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.

 

(v)                                  Dividend Equivalents.  Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and

 

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contained in the Restricted Stock Unit Award Agreement.  At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board.  Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate.

 

(vi)                              Termination of Participant’s Continuous Service.  Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous Service.

 

(c)                                   Performance Awards .

 

(i)                                     Performance Stock Awards .  A Performance Stock Award is a Stock Award that is payable (including that may be granted, vest or be exercised) contingent upon the attainment during a Performance Period of certain Performance Goals.  A Performance Stock Award may, but need not, require the Participant’s completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion.  In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards.

 

(ii)                                 Performance Cash Awards .  A Performance Cash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d)(iii)) that is payable contingent upon the attainment during a Performance Period of certain Performance Goals.  A Performance Cash Award may also require the Participant’s completion of a specified period of Continuous Service.  The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion.  The Board may specify the form of payment of Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.

 

(iii)                             Board Discretion .  The Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for a Performance Period.  Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.

 

(iv)                              Section 162(m) Compliance .  Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (A) the date ninety (90) days after the commencement of the applicable Performance Period, and (B) the date on which twenty-five percent (25%) of the Performance Period has elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially

 

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uncertain.  Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee will certify the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such Performance Goals relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction of, or completion of any Performance Goals, the number of shares of Common Stock subject to Options, cash or other benefits granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee, in its sole discretion, will determine.

 

(d)                                  Other Stock Awards .  Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than one hundred percent (100%) of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6.  Subject to the provisions of the Restated Plan, the Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

 

7.                                       COVENANTS OF THE COMPANY.

 

(a)                                  Availability of Shares.   The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards.

 

(b)                                  Securities Law Compliance.   The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Restated Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Stock Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act or other applicable law, the Restated Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award.  If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Restated Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law.

 

(c)                                   No Obligation to Notify or Minimize Taxes.  The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner or tax treatment of exercising such Stock Award.  Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.  The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

 

8.                                       MISCELLANEOUS.

 

(a)                                  Use of Proceeds from Sales of Common Stock.  Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute general funds of the Company.

 

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(b)                                  Corporate Action Constituting Grant of Stock Awards.   Corporate action constituting a grant by the Company of a Stock Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant.  In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement as a result of a clerical error in the papering of the Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement.

 

(c)                                   Stockholder Rights.   No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to the Stock Award has been entered into the books and records of the Company.

 

(d)                                  No Employment or Other Service Rights.   Nothing in the Restated Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state or foreign jurisdiction in which the Company or the Affiliate is domiciled or incorporated, as the case may be.

 

(e)                                   Change in Time Commitment .  In the event a Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended.

 

(f)                                    Incentive Stock Option Limitations.   To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds one hundred thousand dollars (U.S. $100,000) (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s).

 

(g)                                  Investment Assurances.   The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or

 

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to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that such Participant is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock.  The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.  The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Restated Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.

 

(h)                                  Withholding Obligations.   Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however , that (A) no shares of Common Stock are withheld with a Fair Market Value exceeding the maximum amount of tax that may be required to be withheld by law (or such other amount as may be permitted while still avoiding classification of the Stock Award as a liability for financial accounting purposes), and (B) with respect to an Award held by any Participant who is subject to the filing requirements of Section 16 of the Exchange Act, any such share withholding must be specifically approved by the Committee as the applicable method that must be used to satisfy the tax withholding obligation or such share withholding procedure must otherwise satisfy the requirements for an exempt transaction under Section 16(b) of the Exchange Act); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; (v) by means of a “cashless exercise” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board, or (vi) by such other method as may be set forth in the Award Agreement.

 

(i)                                     Electronic Delivery .  Any reference herein to a “written” agreement or document will include any agreement or document delivered electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access).

 

(j)                                     Deferrals.   To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants.  It is intended that deferrals by Participants will be made in accordance with Section 409A of the Code.  Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company.  The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Restated Plan and in accordance with applicable law.

 

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(k)                                  Compliance with Section 409A of the Code.  Unless otherwise expressly provided for in an Award Agreement, the Restated Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Restated Plan and the Awards granted hereunder exempt from Section 409A of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code.  If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the Award Agreement.  Notwithstanding anything to the contrary in this Restated Plan (and unless the Award Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.

 

(l)                                     Clawback/Recovery .  All Awards granted under the Restated Plan will be subject to recoupment in accordance with any clawback policy that the Company is required or elects to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law or otherwise.  In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of an event constituting Cause.  No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company.

 

9.                                       ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS.

 

(a)                                  Capitalization Adjustments .  In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Restated Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Section 3(d), and (iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards.  The Board will make such adjustments, and its determination will be final, binding and conclusive.

 

(b)                                  Dissolution .  Except as otherwise provided in the Stock Award Agreement, in the event of a Dissolution of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or not subject to the Company’s right of repurchase) will terminate immediately prior to the completion of such Dissolution, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of

 

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such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the Dissolution is completed but contingent on its completion.

 

(c)                                   Transactions.   The following provisions will apply to Stock Awards in the event of a Transaction unless otherwise provided in the Stock Award Agreement or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award.  In the event of a Transaction, then, notwithstanding any other provision of the Restated Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Transaction:

 

(i)                                     arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Transaction);

 

(ii)                                 arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

 

(iii)                             accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date prior to the effective time of such Transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five (5) days prior to the effective date of the Transaction), with such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Transaction; provided, however, that the Board may require Participants to complete and deliver to the Company a notice of exercise before the effective date of a Transaction, which exercise is contingent upon the effectiveness of such Transaction;

 

(iv)                              arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;

 

(v)                                  cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Transaction, in exchange for such cash consideration or no consideration, as the Board, in its sole discretion, may consider appropriate; and

 

(vi)                              make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the per share amount (or value of property per share) payable to holders of Common Stock in connection with the Transaction, over (B) the per share exercise price under the applicable Stock Award, multiplied by the number of shares subject to the Stock Award.  For clarity, this payment may be zero ($0) if the amount per share (or value of property per share) payable to the holders of the Common Stock is equal to or less than the exercise price of the Stock Award.  In addition, any escrow, holdback, earnout or similar provisions in the definitive agreement for the Transaction may apply to such payment to the holder of the Stock Award to the same extent and in the same manner as such provisions apply to the holders of Common Stock.

 

The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants.  The Board may take different actions with respect to the vested and unvested portions of a Stock Award.

 

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(d)                                  Change in Control.   A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award, as may be provided in any other written agreement between the Company or any Affiliate and the Participant, or as may be determined by the Board or Committee, but in the absence of such provision, no such acceleration will occur.

 

10.                                PLAN TERM; EARLIER TERMINATION OR SUSPENSION OF THE RESTATED PLAN.

 

The Board may suspend or terminate the Restated Plan at any time.  No Incentive Stock Option may be granted after the tenth (10th) anniversary of the earlier of (i) the date the Restated Plan is adopted by the Board or (ii) the date the Restated Plan is approved by the stockholders of the Company.  No Awards may be granted under the Restated Plan while the Restated Plan is suspended or after it is terminated.

 

11.                                EFFECTIVE DATE OF THE AMENDMENT AND RESTATEMENT.

 

The Restated Plan will become effective on the Restatement Date; provided, however , that no Award may be granted under the Restated Plan prior to the Restatement Date.  In addition, no Stock Award granted under the Restated Plan will be exercised (or, in the case of a Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, or Other Stock Award, no Stock Award will be granted) and no Performance Cash Award granted under the Restated Plan will be settled unless and until the Restated Plan has been approved by the stockholders of the Company, which approval will be within 12 months after the date the Restated Plan is adopted by the Board.

 

12.                                CHOICE OF LAW.

 

The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Restated Plan, without regard to that state’s conflict of laws rules.

 

13.                                DEFINITIONS.   As used in the Restated Plan, the following definitions will apply to the capitalized terms indicated below:

 

(a)                                  Affiliate ” means, at the time of determination, any “parent” or “majority-owned subsidiary” of the Company, as such terms are defined in Rule 405.  The Board will have the authority to determine the time or times at which “parent” or “majority-owned subsidiary” status is determined within the foregoing definition.

 

(b)                                  Award ” means a Stock Award or a Performance Cash Award.

 

(c)                                   Award Agreement ” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.

 

(d)                                  Board ” means the Board of Directors of the Company.

 

(e)                                   Capital Stock ” means each and every class of common stock of the Company, regardless of the number of votes per share.

 

(f)                                    Capitalization Adjustment ” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Restated Plan or subject to any Stock Award after the

 

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Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto).  Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

 

(a)                                  Cause ” will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events:  (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States, any state thereof, or any applicable foreign jurisdiction; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company or any Affiliate; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or an Affiliate or of any statutory duty owed to the Company or an Affiliate; (iv) such Participant’s unauthorized use or disclosure of the Company’s or an Affiliate’s confidential information or trade secrets; or (v) such Participant’s gross misconduct or gross negligence. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion.  Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose.

 

(b)                                  Change in Control ” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

 

(i)                                     any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.  Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of the acquisition of securities of the Company by any individual who is, on the Restatement Date, either an executive officer or a Director (either, an “ IPO Investor ”) and/or any entity in which an IPO Investor has a direct or indirect interest (whether in the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively with an IPO Investor, the “ IPO Entities ”) or on account of the IPO Entities continuing to hold shares that come to represent more than 50% of the combined voting power of the Company’s then outstanding securities as a result of the conversion of any class of the Company’s securities into another class of the Company’s securities having a different number of votes per share pursuant to the conversion provisions set forth in the Company’s Amended and Restated Certificate of Incorporation, or (D) solely because the level of Ownership held by any Exchange Act Person (the “ Subject Person ”) exceeds the designated percentage threshold of the outstanding voting securities as a result of the conversion or another stockholder’s voting securities or a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the

 

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Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;

 

(ii)                                 there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; provided, however , that a merger, consolidation or similar transaction will not constitute a Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined voting power of the surviving Entity or its parent are owned by the IPO Entities;

 

(iii)                             there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; provided, however , that a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries will not constitute a Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined voting power of the acquiring Entity or its parent are owned by the IPO Entities; or

 

(iv)                              individuals who, on the date the Restated Plan is adopted by the Board, are members of the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board.

 

Notwithstanding the foregoing definition or any other provision of this Restated Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply.  To the extent required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).  The Board may, in its sole discretion and without a Participant’s consent, amend the definition of

 

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“Change in Control” to conform to the definition of “Change in Control” under Section 409A of the Code, and the regulations thereunder.

 

(c)                                   Code ” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

 

(d)                                  Committee ” means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

 

(e)                                   Common Stock ” means the Class A Common Stock of the Company.

 

(f)                                    Company ” means MongoDB, Inc., a Delaware corporation.

 

(g)                                  Consultant ” means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services.  However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Restated Plan.  Notwithstanding the foregoing, a person is treated as a Consultant under the Restated Plan only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.

 

(h)                                  Continuous Service ” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated.  A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however , that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate.  For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service.  To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors.  Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.

 

(i)                                     Corporate Transaction ” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

 

(i)                                     a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

 

(ii)                                 a sale or other disposition of more than fifty percent (50%) of the outstanding securities of the Company;

 

21


 

(iii)                             a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

 

(iv)                              a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

 

If required for compliance with Section 409A of the Code, in no event will a Corporate Transaction be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

 

(j)                                     “Covered Employee ” will have the meaning provided in Section 162(m)(3) of the Code.

 

(k)                                  Director ” means a member of the Board.

 

(l)                                     Disability ” means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

 

(m)                              Dissolution ” means when the Company, after having executed a certificate of dissolution with the State of Delaware, has completely wound up its affairs.  Conversion of the Company into a Limited Liability Company (or other pass-through entity) will not be considered a “Dissolution” for purposes of the Restated Plan.

 

(n)                                  Effective Date ” means the effective date of the Original Plan, which is December 7, 2016.

 

(o)                                  Employee ” means any person employed by the Company or an Affiliate.  However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Restated Plan.

 

(p)                                  Entity ” means a corporation, partnership, limited liability company or other entity.

 

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

 

(r)                                   Exchange Act Person ” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity

 

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Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

 

(s)                                    Fair Market Value ” means, as of any date, the value of the Common Stock determined as follows:

 

(i)                                     If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems reliable.

 

(ii)                                 Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.

 

(iii)                             In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.

 

(t)                                     Incentive Stock Option ” means an option granted pursuant to Section 5 of the Restated Plan that is intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code.

 

(u)                                  Non-Employee Director ” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“ Regulation S-K ”)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

 

(v)                                  Nonstatutory Stock Option ” means any option granted pursuant to Section 5 of the Restated Plan that does not qualify as an Incentive Stock Option.

 

(w)                                Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

 

(x)                                  Option ” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Restated Plan.

 

(y)                                  Option Agreement ” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant.  Each Option Agreement will be subject to the terms and conditions of the Restated Plan.

 

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(z)                                   Optionholder ” means a person to whom an Option is granted pursuant to the Restated Plan or, if applicable, such other person who holds an outstanding Option.

 

(aa)                           Original Plan ” means the 2016 MongoDB, Inc. Equity Incentive Plan, as originally adopted on the Effective Date.

 

(bb)                           Other Stock Award ” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(c).

 

(cc)                             Other Stock Award Agreement ” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant.  Each Other Stock Award Agreement will be subject to the terms and conditions of the Restated Plan.

 

(dd)                           Outside Director ” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation” (within the meaning of U.S. Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code.

 

(ee)                             Own ,” “ Owned ,” “ Owner ,” “ Ownership ”  A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

 

(ff)                               Participant ” means a person to whom a Stock Award is granted pursuant to the Restated Plan or, if applicable, such other person who holds an outstanding Stock Award.

 

(gg)                           Performance Cash Award ” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).

 

(hh)                           Performance Criteria ” means the one or more criteria that the Board or Committee (as applicable) will select for purposes of establishing the Performance Goals for a Performance Period.  The Performance Criteria that will be used to establish such Performance Goals may be based on any one of, or combination of, the following as determined by the Board or Committee: (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) earnings before interest, taxes, depreciation, amortization and legal settlements; (5) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (6) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (7) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (8) total stockholder return; (9) return on equity or average stockholder’s equity; (10) return on assets, investment, or capital employed; (11) stock price; (12) margin (including gross margin); (13) income (before or after taxes); (14) operating income; (15) operating income after taxes; (16) pre-tax profit; (17) operating cash flow; (18) sales or revenue targets; (19) increases in revenues or product revenues; (20) expenses and cost reduction goals; (21) improvement in

 

24



 

or attainment of working capital levels; (22) economic value added (or an equivalent metric); (23) market share; (24) cash flow; (25) cash flow per share; (26) share price performance; (27) debt reduction; (28) implementation or completion of projects or processes; (29) stockholders’ equity; (30) capital expenditures; (31) debt levels; (32) operating profit or net operating profit; (33) workforce diversity; (34) growth of net income or operating income; (35) billings; (36) bookings; (37) employee retention; (38) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property;  and (39) to the extent that an Award is not intended to comply with Section 162(m) of the Code, other measures of performance selected by the Board or Committee.

 

(ii)                                 Performance Goals ” means, for a Performance Period, the one or more goals established by the Board or Committee (as applicable) for the Performance Period based upon the Performance Criteria.  Performance Goals may be based on a Company-wide basis, with respect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices.  Unless specified otherwise by the Board or Committee (as applicable) (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board or Committee will appropriately make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (5) to exclude the dilutive effects of acquisitions or joint ventures; (6) to assume that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following such divestiture; (7) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (8) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (9) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (10) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, the Board or Committee (as applicable) retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period.  Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash Award.

 

(jj)                                 Performance Period ” means the period of time selected by the Board or Committee (as applicable) over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance Cash Award.  Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board or Committee (as applicable).

 

(kk)                           Performance Stock Award ” means a Stock Award granted under the terms and conditions of Section 6(c)(i).

 

(ll)                                 Restated Plan ” means this Amended and Restated MongoDB, Inc. 2016 Equity Incentive Plan, which amends and restates the Original Plan.

 

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(mm)                   Restatement Date ” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

 

(nn)                           Restricted Stock Award ” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

 

(oo)                           Restricted Stock Award Agreement ” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant.  Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Restated Plan.

 

(pp)                           Restricted Stock Unit Award ” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(b).

 

(qq)                           Restricted Stock Unit Award Agreement ” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant.  Each Restricted Stock Unit Award Agreement will be subject to the terms and conditions of the Restated Plan.

 

(rr)                             Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

 

(ss)                               Rule 405 ” means Rule 405 promulgated under the Securities Act.

 

(tt)                                 Securities Act ” means the Securities Act of 1933, as amended.

 

(uu)                           Stock Appreciation Right ” or “ SAR ” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5.

 

(vv)                           Stock Appreciation Right Agreement ” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant.  Each Stock Appreciation Right Agreement will be subject to the terms and conditions of the Restated Plan.

 

(ww)                       Stock Award ” means any right to receive Common Stock granted under the Restated Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award, or any Other Stock Award.

 

(xx)                           Stock Award Agreement ” means a written agreement between the Company and a Participant evidencing the terms and conditions of a Stock Award grant.  Each Stock Award Agreement will be subject to the terms and conditions of the Restated Plan.

 

(yy)                           Subsidiary ” means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership,

 

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limited liability company or other entity in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) .

 

(zz)                             Ten Percent Stockholder ” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Affiliate.

 

(aaa)                    Transaction ” means a Corporate Transaction or a Change in Control.

 

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MONGODB, INC.
STOCK OPTION GRANT NOTICE
(2016 EQUITY INCENTIVE PLAN)

 

MongoDB, Inc. (the “ Company ”), pursuant to its 2016 Equity Incentive Plan (the “ Plan ”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below.  This option is subject to all of the terms and conditions as set forth in this stock option grant notice (this “ Stock Option Grant Notice ”), in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.  Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement.  If there is any conflict between the terms herein and the Plan, the terms of the Plan will control.

 

Optionholder:

 

Date of Grant:

 

Vesting Commencement Date:

 

Number of Shares Subject to Option:

 

Exercise Price (Per Share):

 

Total Exercise Price:

 

Expiration Date:

 

 

Type of Grant:

 

o   Incentive Stock Option(1)

 

o   Nonstatutory Stock Option

 

 

 

 

 

Exercise Schedule :

 

o   Same as Vesting Schedule

 

o   Early Exercise Permitted

 

 

 

 

 

Vesting Schedule :

 

 

 

 

 

 

 

 

 

Payment:

 

By one or a combination of the following items (described in the Option Agreement):

 

 

 

 

 

o   By cash, check, bank draft, wire transfer or money order payable to the Company

 

 

o   Pursuant to a Regulation T Program if the shares are publicly traded

 

 

o   By delivery of already-owned shares if the shares are publicly traded

 

 

o   If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement

 

Additional Terms/Acknowledgements:   Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan.  Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan.  Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy

 


(1) If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year.  Any excess over $100,000 is a Nonstatutory Stock Option.

 



 

that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein.

 

By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

MONGODB, INC.

 

OPTIONHOLDER:

 

 

 

By:

 

 

 

 

 

Signature

 

 

Signature

Title:

 

 

Date:

 

Date:

 

 

 

 

 

ATTACHMENTS :  Option Agreement, 2016 Equity Incentive Plan, Notice of Exercise and Early Exercise Stock Purchase Agreement

 

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ATTACHMENT I

 

OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)

 

Pursuant to your Stock Option Grant Notice (“ Stock Option Grant Notice ”) and this Option Agreement (this “ Option Agreement ”), MongoDB, Inc. (the “ Company ”) has granted you an option under its 2016 Equity Incentive Plan (the “ Plan ”) to purchase the number of shares of the Company’s Common Stock indicated in your Stock Option Grant Notice at the exercise price indicated in your Stock Option Grant Notice.  The option is granted to you effective as of the date of grant set forth in the Stock Option Grant Notice (the “ Date of Grant ”).  If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control.  Capitalized terms not explicitly defined in this Option Agreement or in the Stock Option Grant Notice but defined in the Plan will have the same definitions as in the Plan.

 

The details of your option, in addition to those set forth in the Stock Option Grant Notice and the Plan, are as follows:

 

1.              VESTING.   Your option will vest as provided in your Stock Option Grant Notice.  Vesting will cease upon the termination of your Continuous Service.

 

2.              NUMBER OF SHARES AND EXERCISE PRICE.   The number of shares of Common Stock subject to your option and your exercise price per share in your Stock Option Grant Notice will be adjusted for Capitalization Adjustments.

 

3.              EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES.   If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “ Non-Exempt Employee ”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant, even if you have already been an employee for more than six (6) months.  Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six (6) month anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s benefit plans).

 

4.              EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”).   If permitted in your Stock Option Grant Notice ( i.e. , the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided , however , that:

 

(a)          a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

 

(b)          any shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

 



 

(c)          you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

 

(d)          if your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) will be treated as Nonstatutory Stock Options.

 

5.              INCENTIVE STOCK OPTION LIMITATION.   If your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) will be treated as Nonstatutory Stock Options.

 

6.              METHOD OF PAYMENT.   You must pay the full amount of the exercise price for the shares you wish to exercise.  You may pay the exercise price in cash or by check, bank draft, wire transfer or money order payable to the Company or in any other manner permitted by your Stock Option Grant Notice , which may include one or more of the following:

 

(a)          Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.  This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”.

 

(b)          Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise.  “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company.  You may not exercise your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

 

7.              WHOLE SHARES.   You may exercise your option only for whole shares of Common Stock.

 

8.              SECURITIES LAW COMPLIANCE.   In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act.  The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such

 

2



 

laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).

 

9.              TERM.   You may not exercise your option before the Date of Grant or after the expiration of the option’s term.  The term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:

 

(a)          immediately upon the termination of your Continuous Service for Cause;

 

(b)          three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, or your death (except as otherwise provided in Section 8(d) below); provided , however , that if during any part of such three-month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further , that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;

 

(c)          twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 9(d)) below;

 

(d)          twelve (12) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause;

 

(e)          the Expiration Date indicated in your Stock Option Grant Notice; and

 

(f)           the day before the tenth (10th) anniversary of the Date of Grant.

 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability.  The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates.

 

10.           EXERCISE.

 

(a)          You may exercise the vested portion of your option (and the unvested portion of your option if your Stock Option Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require.

 

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(b)          By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock acquired upon such exercise.

 

(c)          If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred upon exercise of your option.

 

(d)          By exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule s or regulation (the “ Lock-Up Period ”); provided , however , that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period.  You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period.  You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 10(d).  The underwriters of the Company’s stock are intended third party beneficiaries of this Section 10(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

 

11.           TRANSFERABILITY.   Except as otherwise provided in this Section 11, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

 

(a)          Certain Trusts.   Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust.  You and the trustee must enter into transfer and other agreements required by the Company.

 

(b)          Domestic Relations Orders.   Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer.  You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.  If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

 

(c)          Beneficiary Designation.   Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third

 

4



 

party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise.  In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.

 

12.           RIGHT OF REPURCHASE.   The Company will have the right to repurchase all of the shares of Common Stock you acquire pursuant to the exercise of your option upon termination of your Continuous Service for Cause.  Such repurchase will be at the exercise price you paid to acquire the shares and will be effected pursuant to such other terms and conditions, and at such time, as the Company will determine.

 

13.           OPTION NOT A SERVICE CONTRACT.   Your option is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment.  In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

 

14.           WITHHOLDING OBLIGATIONS.

 

(a)          At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

 

(b)          If this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes).  Any adverse consequences to you arising in connection with such share withholding procedure will be your sole responsibility.

 

(c)          You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied.

 

15.           TAX CONSEQUENCES . You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation.  In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Stock Option Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option.

 

5



 

16.           NOTICES.   Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.  The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means.  By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

17.           GOVERNING PLAN DOCUMENT .  Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan.  If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control.  In addition, your option (and any compensation paid or shares issued under your option) is subject to recoupment in accordance with The Dodd—Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

 

18.           OTHER DOCUMENTS .  You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.  In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

 

19.           EFFECT ON OTHER EMPLOYEE BENEFIT PLANS .  The value of this option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

 

20.           VOTING RIGHTS .  You will not have voting or any other rights as a shareholder of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you.   Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company.  Nothing contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

 

21.           SEVERABILITY .  If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid.  Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

 

22.           NO ADVICE REGARDING GRANT .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of stock.  You are hereby advised to consult with

 

6



 

your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

 

23.           ELECTRONIC DELIVERY AND ACCEPTANCE .  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.

 

24.           MISCELLANEOUS .

 

(a)          The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

 

(b)          You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your option.

 

(c)          You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option.

 

(d)          This Option Agreement 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.

 

(e)          All obligations of the Company under the Plan and this Option Agreement 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 and/or assets of the Company.

 

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ATTACHMENT II

 

2016 EQUITY INCENTIVE PLAN

 


 

ATTACHMENT III

 

NOTICE OF EXERCISE

 

MONGODB, INC.

100 FOREST AVENUE

PALO ALTO, CA 94301

 

 

 

 

Date of Exercise:

 

 

This constitutes notice to MongoDB, Inc. (the “ Company ”) under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “ Shares ”) for the exercise price set forth below.

 

Type of option (check one):

 

Incentive ¨

 

Nonstatutory ¨

 

 

 

 

 

Stock option dated:

 

 

 

 

 

 

 

 

 

Number of Shares as to which option is exercised:

 

 

 

 

 

 

 

 

 

Certificates to be issued in name of:

 

 

 

 

 

 

 

 

 

Total exercise price:

 

$

 

 

$

 

 

 

 

 

 

Cash payment delivered herewith:

 

$

 

 

$

 

 

 

 

 

 

Regulation T Program (cashless exercise(1)):

 

$

 

 

$

 

 

 

 

 

 

Value of          Shares delivered herewith(2):

 

$

 

 

$

]

 

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the MongoDB, Inc. 2016 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option.

 


(1) Shares must meet the public trading requirements set forth in the option agreement.

(2) Shares must meet the public trading requirements set forth in the option.  Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests.  Certificates must be endorsed or accompanied by an executed assignment separate from certificate.

 



 

I agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “ Lock-Up Period ”).  I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

 

 

Very truly yours,

 

 

 

 

 

Signature

 

 

 

 

 

Print Name

 

 

 

Address of Record:

 

 

 

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ATTACHMENT IV

 

EARLY EXERCISE STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT is made by and between MongoDB, Inc., a Delaware corporation (the “ Company ”), and                 (“ Purchaser ”).

 

WITNESSETH:

 

WHEREAS, Purchaser holds a stock option dated                 to purchase shares of Class A Common Stock (“ Common Stock ”) of the Company (the “ Option ”) pursuant to the Company’s 2016 Equity Incentive Plan (the “ Plan ”); and

 

WHEREAS , the Option consists of a Stock Option Grant Notice and a Stock Option Agreement; and

 

WHEREAS, Purchaser desires to exercise the Option on the terms and conditions contained herein; and

 

WHEREAS, Purchaser wishes to take advantage of the early exercise provision of Purchaser’s Option and therefore to enter into this Agreement;

 

NOW, THEREFORE, IT IS AGREED between the parties as follows:

 

1.                                       INCORPORATION OF PLAN AND OPTION BY REFERENCE.   This Agreement is subject to all of the terms and conditions as set forth in the Plan and the Option.  If there is a conflict between the terms of this Agreement and/or the Option and the terms of the Plan, the terms of the Plan shall control.  If there is a conflict between the terms of this Agreement and the terms of the Option, the terms of the Option shall control.  Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.  Defined terms not explicitly defined in this Agreement or the Plan but defined in the Option shall have the same definitions as in the Option.

 

2.                                       PURCHASE AND SALE OF COMMON STOCK.

 

(a)                                  Agreement to purchase and sell Common Stock.   Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of       (   ) shares of Common Stock at $      per share, for an aggregate purchase price of $     , payable as follows:

 

Cash, check, bank draft or money order payable to the Company

 

$

 

 

 

 

 

 

Value of        shares of Common Stock(1)

 

$

 

 

 

 

 

 

Total Exercise Price

 

$

.

 

 


(1)                                  Shares must meet the public trading requirements set forth in the Option.  Shares must be valued in accordance with the terms of the Option being exercised, must have been owned for the minimum period required in the Option and must be owned free and clear of any liens, claims, encumbrances or security interest.  Certificates must be endorsed or accompanied by an executed stock assignment.

 



 

(b)                                  Closing . The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided, however, that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised, and the closing shall be delayed, until such stockholder approval is obtained.  If such stockholder approval is not obtained within the time limit specified in the Plan, then this Agreement shall be null and void.

 

3.                                       UNVESTED SHARE REPURCHASE OPTION.

 

(a)                                  Repurchase Option .  In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the “ Repurchase Option ”) for a period of ninety (90) days after said termination (or in the case of shares issued upon exercise of the Option after such date of termination, within ninety (90) days after the date of the exercise), or such longer period as may be agreed to by the Company and Purchaser, to repurchase from Purchaser or Purchaser’s personal representative, as the case may be, those shares that Purchaser received pursuant to the exercise of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s Stock Option Grant Notice (the “ Unvested Shares ”).

 

(b)                                  Share Repurchase Price.    The Company may repurchase all or any of the Unvested Shares at the lower of (i) the Fair Market Value of the such shares (as determined under the Plan) on the date of repurchase, or (ii) the price equal to Purchaser’s Exercise Price for such shares as indicated on Purchaser’s Stock Option Grant Notice.

 

4.                                       EXERCISE OF REPURCHASE OPTION.  The Repurchase Option shall be exercised by written notice signed by such person as designated by the Company, and delivered or mailed as provided herein.  Such notice shall identify the number of shares of Common Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth above.  The Company shall be entitled to pay for any shares of Common Stock purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any Promissory Note given in payment for the Common Stock), or by a combination of both.  Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Common Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Common Stock being repurchased by the Company, without further action by Purchaser.

 

5.                                       CAPITALIZATION ADJUSTMENTS TO COMMON STOCK.   In the event of a Capitalization Adjustment, then any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of Common Stock shall be immediately subject to the Repurchase Option and be included in the word “Common Stock” for all purposes of the Repurchase Option with the same force and effect as the shares of the Common Stock presently subject to the Repurchase Option, but only to the extent the Common Stock is, at the time, covered by such Repurchase Option.  While the total Option Price shall remain the same after each such event, the Option Price per share of Common Stock upon exercise of the Repurchase Option shall be appropriately adjusted.

 

6.                                       CORPORATE TRANSACTIONS.   In the event of a Corporate Transaction, then the Repurchase Option may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such Corporate Transaction.  To the extent the

 

2



 

Repurchase Option remains in effect following such Corporate Transaction, it shall apply to the new capital stock or other property received in exchange for the Common Stock in consummation of the Corporate Transaction, but only to the extent the Common Stock was at the time covered by such right.  Appropriate adjustments shall be made to the price per share payable upon exercise of the Repurchase Option to reflect the Corporate Transaction upon the Company’s capital structure; provided, however, that the aggregate price payable upon exercise of the Repurchase Option shall remain the same.

 

7.                                       ESCROW OF UNVESTED COMMON STOCK.   As security for Purchaser’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser’s Common Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the closing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary’s designee (“ Escrow Agent ”), as Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Common Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B, attached hereto and incorporated by this reference, which instructions also shall be delivered to the Escrow Agent at the closing hereunder.

 

8.                                       RIGHTS OF PURCHASER. Subject to the provisions of the Option, Purchaser shall exercise all rights and privileges of a stockholder of the Company with respect to the shares deposited in escrow.  Purchaser shall be deemed to be the holder of the shares for purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Repurchase Option.

 

9.                                       LIMITATIONS ON TRANSFER.  In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock while the Common Stock is subject to the Repurchase Option.  After any Common Stock has been released from the Repurchase Option, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock except in compliance with the provisions herein and applicable securities laws.

 

10.                                RESTRICTIVE LEGENDS.  All certificates representing the Common Stock shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

 

(a)                                  “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY.  ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

 

(b)                                  “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO THE EXERCISE OF AN INCENTIVE STOCK OPTION OR A NONSTATUTORY STOCK OPTION.

 

(c)                                   “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE COMPANY.”

 

3



 

11.                                LOCK-UP PERIOD. By exercising the Option, Purchaser agrees not to sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by Purchaser, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary to permit compliance with FINRA Rule 2241 and similar rules or regulations (the “ Lock-Up Period ”); provided, however , that nothing shall prevent the exercise of the Repurchase Option during the Lock-Up Period.  Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Purchaser’s shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

 

12.                                SECTION 83(b) ELECTION.    Purchaser understands that Section 83(a) of the Code taxes as ordinary income the difference between the amount paid for the Common Stock and the fair market value of the Common Stock as of the date any restrictions on the Common Stock lapse.  In this context, “restriction” includes the right of the Company to buy back the Common Stock pursuant to the Repurchase Option set forth above.  Purchaser understands that Purchaser may elect to be taxed at the time the Common Stock is purchased, rather than when and as the Repurchase Option expires, by filing an election under Section 83(b) (an “ 83(b) Election ”) of the Code with the Internal Revenue Service within thirty (30) days of the date of purchase.  Even if the fair market value of the Common Stock at the time of the execution of this Agreement equals the amount paid for the Common Stock, the 83(b) Election must be made to avoid income under Section 83(a) in the future.  Purchaser understands that failure to file such an 83(b) Election in a timely manner may result in adverse tax consequences for Purchaser.  Purchaser further understands that Purchaser must file an additional copy of such 83(b) Election with his or her federal income tax return for the calendar year in which the date of this Agreement falls.  Purchaser acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to purchase of the Common Stock hereunder, and does not purport to be complete.  Purchaser further acknowledges that the Company has directed Purchaser to seek independent advice regarding the applicable provisions of the Code, the income tax laws of any municipality, state or foreign country in which Purchaser may reside, and the tax consequences of Purchaser’s death.  PURCHASER ACKNOWLEDGES THAT IT IS PURCHASER’S RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY ELECTION UNDER SECTION 83(B) OF THE CODE. THE COMPANY AND ITS LEGAL COUNSEL WILL NOT ASSUME RESPONSIBILITY FOR FAILURE TO FILE THE 83(B) ELECTION IN A TIMELY MANNER UNDER ANY CIRCUMSTANCES. PURCHASER ASSUMES ALL RESPONSIBILITY FOR PAYING ALL TAXES RESULTING FROM SUCH ELECTION OR THE LAPSE OF THE RESTRICTIONS ON THE COMMON STOCK. Forms of 83(b) Election are attached hereto as Exhibit C for reference.

 

13.                                REFUSAL TO TRANSFER.  The Company shall not be required (a) to transfer on its books any shares of Common Stock of the Company which shall have been transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

 

14.                                NO EMPLOYMENT RIGHTS.  This Agreement is not an employment contract and nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company or its Affiliates to terminate Purchaser’s employment for any reason at any time, with or without cause and with or without notice.

 

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15.                                MISCELLANEOUS.

 

(a)                                  Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day, (c) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

 

(b)                                  Successors and Assigns.  This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. The Company may assign the Repurchase Option hereunder at any time or from time to time, in whole or in part.

 

(c)                                   Attorneys’ Fees; Specific Performance.  Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees. It is the intention of the parties that the Company, upon exercise of the Repurchase Option and payment for the shares repurchased, pursuant to the terms of this Agreement, shall be entitled to receive the Common Stock, in specie, in order to have such Common Stock available for future issuance without dilution of the holdings of other stockholders.  Furthermore, it is expressly agreed between the parties that money damages are inadequate to compensate the Company for the Common Stock and that the Company shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Common Stock.

 

(d)                                  Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.  The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

 

(e)                                   Further Execution.  The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

 

(f)                                    Independent Counsel.   Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by Cooley LLP, counsel to the Company and that Cooley LLP does not represent, and is not acting on behalf of, Purchaser.  Purchaser has been provided with an opportunity to consult with Purchaser’s own counsel with respect to this Agreement.

 

(g)                                  Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral.  This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

 

5



 

(h)                                  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.

 

(i)                                     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.  This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

 

T he parties hereto have executed this Agreement as of                .

 

 

MONGODB, INC.

 

 

 

 

By

 

 

Name

 

 

Title

 

 

 

 

PURCHASER

 

 

 

Signature

 

 

 

Name (Please print)

 

ATTACHMENTS:

 

Exhibit A                                              Assignment Separate from Certificate

Exhibit B                                              Joint Escrow Instructions

Exhibit C                                              Forms of Section 83(b) Election

 

6



 

EXHIBIT A

 

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED,                         hereby sells, assigns and transfers unto MongoDB, Inc., a Delaware corporation (the “ Compan y”), pursuant to the Repurchase Option under that certain Early Exercise Stock Purchase Agreement, dated                 by and between the undersigned and the Company (the “ Agreement ”),                 (               ) shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s).                 and does hereby irrevocably constitute and appoint the Company’s Secretary attorney-in-fact to transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the repurchase of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Repurchase Option under the Agreement.

 

Dated:

 

 

 

 

 

 

 

 

 

 

 

(Signature)

 

 

 

 

 

 

 

 

(Print Name)

 

(INSTRUCTION:   Please do not fill in any blanks other than the “Signature” line and the “Print Name” line . )

 



 

EXHIBIT B

 

JOINT ESCROW INSTRUCTIONS

 

Secretary

MongoDB, Inc.

100 Forest Avenue

Palo Alto, CA 94301

 

Dear Sir or Madam:

 

As Escrow Agent for both MongoDB, Inc., a Delaware corporation (“ Company ”), and the undersigned purchaser of Common Stock of the Company (“ Purchase r”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Early Exercise Stock Purchase Agreement (“ Agreement ”), dated                 to which a copy of these Joint Escrow Instructions is attached as Exhibit B, in accordance with the following instructions:

 

1.                                       In the event the Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the Company or its assignee will give to Purchaser and you a written notice specifying the number of shares of Common Stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company.  Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

 

2.                                       At the closing you are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of Common Stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (which may include suitable acknowledgment of cancellation of indebtedness) of the number of shares of Common Stock being purchased pursuant to the exercise of the Repurchase Option.

 

3.                                       Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of Common Stock to be held by you hereunder and any additions and substitutions to said shares as specified in the Agreement.  Purchaser does hereby irrevocably constitute and appoint you as the Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate filing with state or government officials or bank officials. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.

 

4.                                       This escrow shall terminate and the shares of stock held hereunder shall be released in full upon the expiration or exercise in full of the Repurchase Option, whichever occurs first.

 

5.                                       If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of same to Purchaser and shall be discharged of all further obligations hereunder; provided, however, that if at the time of termination of this escrow you are advised by the Company that the property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or other person designated by the Company.

 



 

6.                                       Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

 

7.                                       You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees.  You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

 

8.                                       You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.  In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

 

9.                                       You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

 

10.                                You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

 

11.                                Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign by written notice to the Company party.  In the event of any such termination, the Secretary of the Corporation shall automatically become the successor Escrow Agent unless the Company shall appoint another successor Escrow Agent, and Purchaser hereby confirms the appointment of such successor as Purchaser’s attorney-in-fact and agent to the full extent of your appointment.

 

12.                                If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

 

13.                                It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

 

14.                                Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, including delivery by express courier or five days after deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties hereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto:

 

2



 

COMPANY:

MongoDB, Inc.

 

 

100 Forest Avenue

 

 

Palo Alto, CA 94301

 

 

Attn: Chief Financial Officer

 

 

 

 

PURCHASER:

 

 

 

 

 

 

 

 

ESCROW AGENT:

MongoDB, Inc.

 

 

100 Forest Avenue

 

 

Palo Alto, CA 94301

 

 

Attn: Corporate Secretary

 

 

15.                                By signing these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

 

16.                                You shall be entitled to employ such legal counsel and other experts (including without limitation the firm of Cooley LLP) as you may deem necessary properly to advise you in connection with your obligations hereunder.  You may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.  The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder.

 

17.                                This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  It is understood and agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all successor Escrow Agents.  It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

 

3


 

18.                                This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of Delaware.

 

 

Very truly yours,

 

 

 

MONGODB, INC.

 

 

 

 

 

By

 

 

 

 

 

Name:

 

 

 

 

 

Title

 

 

 

 

 

 

PURCHASER:

 

 

 

 

 

 

 

Signature

 

 

 

 

 

Name (Please Print)

 

 

ESCROW AGENT:

 

 

 

 

 

Secretary, MongoDB, Inc.

 

 

4



 

EXHIBIT C

 

SECTION 83(b) ELECTION

(for Stock Acquired under Nonstatutory Stock Option)

 

[ · ], 20   

 

Department of the Treasury

Internal Revenue Service

[City, State Zip](1)

 

Re:                              Election Under Section 83(b)

 

Ladies and Gentlemen:

 

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in gross income as compensation for services the excess (if any) of the fair market value of the shares described below over the amount paid for those shares. The following information is supplied in accordance with Treasury Regulation § 1.83-2:

 

1.                                       The name, social security number, address of the undersigned, and the taxable year for which this election is being made are:

 

Name:

Social Security Number:

Address:

 

Taxable year: Calendar year 20  .

 

2.                                       The property that is the subject of this election: [#] shares of common stock of MongoDB, Inc., a Delaware corporation (the “ Company ”).

 

3.                                       The property was transferred on: [ · ], 20  .

 

4.                                       The property is subject to the following restrictions:

 

The shares are subject to repurchase at less than their fair market value if the undersigned does not continue to provide services for the Company for a designated period of time. The right of repurchase lapses over a specified vesting period..

 

5.                                       The fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Treasury Regulation § 1.83-3(h)): $[ · ] per share x [#] shares = $[ · ].

 

6.                                       For the property transferred, the undersigned paid: $[ · ] per share x [#] shares = $[ · ].

 

7.                                       The amount to include in gross income is: $[ · ].(2)

 


(1) Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS office where the person otherwise files his or her tax return.  See
http://www.irs.gov/uac/Where-to-File-Addresses-for—Taxpayers- and—Tax-Professionals-Filing-Form-1040. Use the address in the row which includes the state in which the service provider lives and in the column entitled “And you ARE NOT enclosing a payment”.

 

5



 

The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed and the transferee of the property, if any. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing the services in connection with which the property was transferred.

 

 

Very truly yours,

 

 

 

 

 

 

 

[Name]

 


(2) This should equal the amount in Item 5 minus the amount in Item 6, and in many cases will be $0.00.

 

6



 

SECTION 83(b) ELECTION

(for Stock Acquired under Incentive Stock Option)

 

[ · ], 20

 

Department of the Treasury

Internal Revenue Service

[City, State Zip](1)

 

Re:                              Election Under Section 83(b)

 

Ladies and Gentlemen:

 

The undersigned taxpayer hereby elects, pursuant to the provisions of Sections 55-56 and 83(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”), to include in alternative minimum taxable income for the undersigned’s current taxable year, as compensation for services, the excess, if any, of the fair market value of the property described below at the time of transfer over the amount paid for such property. The undersigned also elects pursuant to Section 83(b) of the Code to include in gross income for the taxable year in which the undersigned disposes of some or all of the property described below in a transaction which fails to satisfy the requirements of Section 422(a)(1) of the Code (a “ disqualifying disposition ”), as compensation for services, the lesser of (i) the excess, if any, of the fair market value of the disposed property at the time of transfer to the undersigned over the amount paid for such property; or (ii) the excess, if any of the amount realized by the undersigned in the disqualifying disposition over the amount paid for such property at the time of its transfer to the undersigned.

 

The following information is supplied in accordance with Treasury Regulation § 1.83-2:

 

1.                                       The name, social security number, address of the undersigned, and the taxable year for which this election is being made are:

 

Name:

Social Security Number:

Address:

 

Taxable year: Calendar year 20  .

 

2.                                       The property that is the subject of this election: [#] shares of common stock of MongoDB, Inc, a Delaware corporation (the “ Company ”).

 

3.                                       The property was transferred on: [ · ], 20  .

 

4.                                       The property is subject to the following restrictions:

 


(1) Per Treasury Regulation § 1.83-2(c), the Section 83(b) election must be filed with the IRS office where the person otherwise files his or her tax return.  See
http://www.irs.gov/uac/Where-to-File-Addresses-for—Taxpayers-and—Tax-Professionals-Filing-Form-1040. Use the address in the row which includes the state in which the service provider lives and in the column entitled “And you ARE NOT enclosing a payment”.

 



 

The shares are subject to repurchase at less than their fair market value if the undersigned does not continue to provide services for the Company for a designated period of time. The risk of repurchase lapses over a specified vesting period.

 

5.                                       The fair market value of the property at the time of transfer (determined without regard to any restriction other than a nonlapse restriction as defined in Treasury Regulation § 1.83-3(h)): $[ · ] per share x [#] shares = $[ · ].

 

6.                                       For the property transferred, the undersigned paid: $[ · ] per share x [#] shares = $[ · ].

 

7.                                       The amount to include in gross income is: $[ · ].(2)

 

The undersigned taxpayer will file this election with the Internal Revenue Service office with which taxpayer files his or her annual income tax return not later than 30 days after the date of transfer of the property. A copy of the election also will be furnished to the person for whom the services were performed and the transferee of the property, if any. Additionally, the undersigned will include a copy of the election with his or her income tax return for the taxable year in which the property is transferred. The undersigned is the person performing the services in connection with which the property was transferred.

 

 

Very truly yours,

 

 

 

 

 

 

 

[Name]

 


(2) This should equal the amount in Item 5 minus the amount in Item 6, and in many cases will be $0.00.

 

2



 

INSTRUCTIONS FOR FILING SECTION 83(b) ELECTION

 

Attached is a form of election under Section 83(b) of the Internal Revenue Code and an accompanying IRS cover letter. Please fill in your social security number and sign the election and cover letter, then proceed as follows:

 

(a)                                  Make four copies of the completed election form and one copy of the IRS cover letter.

 

(b)                                  Send the original election form and cover letter, the copy of the cover letter, and a self-addressed stamped return envelope to the Internal Revenue Service Center where you would otherwise file your tax return. Even if an address for an Internal Revenue Service Center is already included in the forms below, it is your obligation to verify such address. This can be done by searching for the term “where to file” on www.irs.gov or by calling 1 (800) 829-1040. Sending the election via certified mail, requesting a return receipt, is also recommended.

 

(c)                                   Deliver one copy of the completed election form to MONGODB, Inc.

 

(d)                                  Attach one copy of the completed election form to your federal personal income tax return (Form 1040) when you file it for the year of exercise.

 

(e)                                   Attach one copy of the completed election form to your state personal income tax return when you file it for the year of exercise (assuming you file a state income tax return).

 

(f)                                    Retain one copy of the completed election form for your personal permanent records.

 

Note: An additional copy of the completed election form must be delivered to the transferee (recipient) of the property if the service provider and the transferee are not the same person.

 

Please note that the election must be filed with the IRS within 30 days of the date of your stock option early exercise. Failure to file within that time will render the election void and you may recognize ordinary taxable income as your vesting restrictions lapse. MongoDB, Inc. and its counsel cannot assume responsibility for failure to file the election in a timely manner under any circumstances.

 

3



 

[•], 20

 

RETURN SERVICE REQUESTED

 

Department of the Treasury

Internal Revenue Service

[ City, State Zip]

 

Re:                              Election Under Section 83(b) of the Internal Revenue Code

 

Dear Sir or Madam:

 

Enclosed please find an executed form of election under Section 83(b) of the Internal Revenue Code of 1986, as amended, filed with respect to an interest in MongoDB, Inc.

 

Also enclosed is a copy of this letter and a stamped, self-addressed envelope. Please acknowledge receipt of these materials by marking the copy when received and returning it to the undersigned.

 

Thank you very much for your assistance.

 

 

Very truly yours,

 

 

 

 

 

 

 

[Name]

 

Enclosures

 

4


 

MONGODB, INC.
STOCK OPTION GRANT NOTICE (INTERNATIONAL)
(2016 EQUITY INCENTIVE PLAN)

 

MongoDB, Inc. (the “ Company ”), pursuant to its 2016 Equity Incentive Plan (the “ Plan ”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below.  This option is subject to all of the terms and conditions as set forth in this stock option grant notice (this “ Stock Option Grant Notice ”), in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.  Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement.  If there is any conflict between the terms herein and the Plan, the terms of the Plan will control.

 

Optionholder:

 

Date of Grant:

 

Vesting Commencement Date:

 

Number of Shares Subject to Option:

 

Exercise Price (Per Share):

 

Total Exercise Price:

 

Expiration Date:

 

 

Type of Grant ( US Tax Designation ) : Nonstatutory Stock Option

 

Exercise Schedule :               o   Same as Vesting Schedule                                                          o Early Exercise Permitted

 

Vesting Schedule :

 

Payment:                                                                   By one or a combination of the following items (described in the Option Agreement):

 

o             By cash, check, bank draft, wire transfer or money order payable to the Company

 

o             Pursuant to a Regulation T Program if the shares are publicly traded

 

o             By delivery of already-owned shares if the shares are publicly traded

 

o             If and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement

 

Additional Terms/Acknowledgements:   Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement, including any country-specific appendices, and the Plan.  Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan.  Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein.

 



 

By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company and such system shall have the same force and effect as hard-copy execution.

 

MONGODB, INC.

 

OPTIONHOLDER:

 

 

 

 

 

By:

 

 

 

 

Signature

 

 

Signature

Title:

 

 

Date:

 

 

 

 

 

 

Date:

 

 

 

 

 

ATTACHMENTS :  Option Agreement, 2016 Equity Incentive Plan, Notice of Exercise and Early Exercise Stock Purchase Agreement

 

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ATTACHMENT I

 

OPTION AGREEMENT

(NONSTATUTORY STOCK OPTION)

 

Pursuant to your Stock Option Grant Notice (“ Stock Option Grant Notice ”) and this Option Agreement (this “ Option Agreement ”), MongoDB, Inc. (the “ Company ”) has granted you an option under its 2016 Equity Incentive Plan (the “ Plan ”) to purchase the number of shares of the Company’s Common Stock indicated in your Stock Option Grant Notice at the exercise price indicated in your Stock Option Grant Notice.  The option is granted to you effective as of the date of grant set forth in the Stock Option Grant Notice (the “ Date of Grant ”).  If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control.  Capitalized terms not explicitly defined in this Option Agreement or in the Stock Option Grant Notice but defined in the Plan will have the same definitions as in the Plan.

 

The details of your option, in addition to those set forth in the Stock Option Grant Notice and the Plan, are as follows:

 

1.                                       VESTING.   Your option will vest as provided in your Stock Option Grant Notice.  Vesting will cease upon the termination of your Continuous Service.

 

2.                                       NUMBER OF SHARES AND EXERCISE PRICE.   The number of shares of Common Stock subject to your option and your exercise price per share in your Stock Option Grant Notice will be adjusted for Capitalization Adjustments.

 

3.                                       EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”).   If permitted in your Stock Option Grant Notice ( i.e. , the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided , however , that:

 

(a)                            a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

 

(b)                            any shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;

 

(c)                             you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred; and

 

4.                                       METHOD OF PAYMENT.   You must pay the full amount of the exercise price for the shares you wish to exercise.  You may pay the exercise price in cash or by check, bank draft, wire transfer or money order payable to the Company or in any other manner permitted by your Stock Option Grant Notice , which may include one or more of the following:

 

(a)                            Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or

 



 

the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.  This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”.

 

(b)                            Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise.  “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company.  You may not exercise your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

 

5.                                       WHOLE SHARES.   You may exercise your option only for whole shares of Common Stock.

 

6.                                       US SECURITIES LAW COMPLIANCE.   In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act.  The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).

 

7.                                       TERM.   You may not exercise your option before the Date of Grant or after the expiration of the option’s term.  The term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:

 

(a)                            immediately upon the termination of your Continuous Service for Cause;

 

(b)                            three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, or your death (except as otherwise provided in Section 8(d) below); provided , however , that if during any part of such three-month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;

 

(c)                             twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 9(d)) below;

 

(d)                            twelve (12) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause;

 

(e)                             the Expiration Date indicated in your Stock Option Grant Notice; and

 

(f)                              the day before the tenth (10th) anniversary of the Date of Grant.

 

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8.                                       EXERCISE.

 

(a)                            You may exercise the vested portion of your option (and the unvested portion of your option if your Stock Option Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require.

 

(b)                            By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock acquired upon such exercise.

 

(c)                             By exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule s or regulation (the “ Lock-Up Period ”); provided , however , that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period.  You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period.  You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 10(d).  The underwriters of the Company’s stock are intended third party beneficiaries of this Section 10(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

 

9.                                       TRANSFERABILITY.   Except as otherwise provided in this Section 11, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

 

(a)                            Certain Trusts.   Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law) while the option is held in the trust.  You and the trustee must enter into transfer and other agreements required by the Company.

 

(b)                            Domestic Relations Orders.   Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer.  You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.

 

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(c)                             Beneficiary Designation.   Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise.  In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.

 

10.                                RIGHT OF REPURCHASE.   The Company will have the right to repurchase all of the shares of Common Stock you acquire pursuant to the exercise of your option upon termination of your Continuous Service for Cause.  Such repurchase will be at the exercise price you paid to acquire the shares and will be effected pursuant to such other terms and conditions, and at such time, as the Company will determine.

 

11.                                NATURE OF GRANT .  In accepting the option, you acknowledge, understand and agree that:

 

(a)                            the Plan is discretionary in nature, and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;

 

(b)                            the grant of option under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of any options, or benefits in lieu of any options, even if options have been granted repeatedly in the past;

 

(c)                             all determinations with respect to any future awards, including, but not limited to, the times when options shall be granted, the exercise price, and the time or times when each right shall be exercisable, will be at the sole discretion of the Committee;

 

(d)                            participation in the Plan is voluntary;

 

(e)                             the option and any shares of stock acquired under the Plan are not intended to replace any pension rights or compensation;

 

(f)                              the future value of the shares of stock underlying the option is unknown, indeterminable and cannot be predicted with certainty;

 

(g)                            if the underlying shares of stock do not increase in value, the option will have no value;

 

(h)                            if you exercise the option and acquires shares of Stock, the value of such shares of stock may increase or decrease in value, even below the option price;

 

(i)                               the option and any shares acquired under the Plan and any income derived therefrom are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;

 

(j)                               for purposes of the option, your employment or service relationship will be considered terminated as of the date you are no longer actively providing services to the Company or an

 

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Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and unless otherwise expressly provided in this Option Agreement or determined by the Company, (i) your right to vest in the option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); and (ii) the period (if any) during which you may exercise the option after such termination of your employment or service relationship will commence on the date you cease to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where you are employed or terms of your employment agreement, if any; the Committee shall have the exclusive discretion to determine when you are no longer actively providing services for purposes of your option grant (including whether you may still be considered to be providing services while on a leave of absence);

 

(k)                            no claim or entitlement to compensation or damages shall arise from forfeiture of the option resulting from the termination of your employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), and in consideration of the grant of the option to which you are otherwise not entitled, you irrevocably agrees never to institute any claim against the Company, or any Affiliate; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, you shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

 

(l)                               the option grant and your participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the or any Affiliate, and shall not interfere with the ability of the Company, or any Affiliate, as applicable, to terminate your employment or service relationship (if any); and

 

(m)                        if you are providing services outside the United States, you acknowledge and agree that neither the Company, nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the option or of any amounts due to me pursuant to the exercise of the option or the subsequent sale of any shares acquired upon exercise.

 

12.                                WITHHOLDING OBLIGATIONS.

 

(a)                            Regardless of any action taken by the Company or any Affiliate with respect to any or all income tax, social insurance, National Insurance Contribution, payroll tax, payment on account or other tax-related withholding in connection with the option, including the grant, vest or exercise or subsequent sale of the shares issued upon exercise or the receipt of any dividends (the “ Tax Obligations ”), you acknowledge that the ultimate liability for all Tax Obligations legally due by you is and remains your responsibility and that the Company  makes no representations or undertakings regarding the treatment of any Tax Obligations in connection with any aspect of the option.  At the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any Tax Obligations.  Finally, you shall pay to the Company or an Affiliate, if any, any amount of the Tax Obligations that any such company may be required to withhold as a result of your participation in the Plan that cannot be satisfied by the means previously described.

 

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(b)                            Upon your request and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a liability for financial accounting purposes).  Any adverse consequences to you arising in connection with such share withholding procedure will be your sole responsibility.

 

(c)                             You may not exercise your option unless the Tax Obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein, if applicable, unless such Tax Obligations are satisfied.

 

13.                                TAX CONSEQUENCES . You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation.  In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Stock Option Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option.

 

14.                                DATA PRIVACY .  You hereby explicitly and unambiguously (i) acknowledge and (ii) to the extent required under applicable law, consent to, the collection, use and transfer, in electronic or other form, of your personal data as described in and necessary to perform this Option Agreement and any other option grant materials, by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.  You understand that to the extent not prohibited under applicable law, the Company and the Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor (“ Data ”), for the purpose of implementing, administering and managing the Plan.  Certain Data may also constitute “sensitive personal data” within the meaning of applicable law.  Such Data includes, but is not limited to, the information provided above and any changes thereto and other required personal and financial data about you.  You hereby (i) acknowledge and (ii) to the extent required under applicable law, provide explicit consent to, the processing of any such Data by the Company and any Affiliate.  You understand that Data will be transferred to such stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have data privacy laws and protections that are not considered adequate in your country.  You understand that if you resides outside the United States, you may request in those countries where required to be disclosed under applicable law, a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative.  You (i) acknowledge and (ii) to the extent required under applicable law, authorize the receipt, possession, use, retention and transfer of the Data, in electronic or other form, by the Company, any other possible recipients which may assist the Company with implementing, administering and managing the Plan, for the sole purposes of such implementation, administration and management.  You understand that Data will be held only as long as is necessary to implement, administer and manage your

 

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participation in the Plan.  You understand that if you reside outside the United States, you may, if required by applicable law, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein insofar as such consents are required under applicable law, in any case without cost, by contacting in writing your local human resources representative.  Further, you acknowledge that if you are providing consent(s) herein, you are doing so on a purely voluntary basis.  Insofar as any consent is required under applicable law, and you either do not consent or later seek to revoke your consent, your employment status or service and career with the Company or Affiliate will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company will not be able to grant you options or other equity awards or administer or maintain such awards.  Therefore, you understand that refusing or withdrawing your consent (insofar as consent is required under applicable law) may affect your ability to participate in the Plan, but will have no further detrimental implications for you.  For more information on the consequences of your refusal to consent or withdrawal of consent in the event that consent is required under applicable law, you understand that you may contact the local human resources representative.

 

15.                                NOTICES.   Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.  The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means.  By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

16.                                GOVERNING PLAN DOCUMENT .  Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan.  If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control.  In addition, your option (and any compensation paid or shares issued under your option) is subject to recoupment in accordance with The Dodd—Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

 

17.                                OTHER DOCUMENTS .  You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.  In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

 

18.                                EFFECT ON OTHER EMPLOYEE BENEFIT PLANS .  The value of this option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

 

19.                                VOTING RIGHTS .  You will not have voting or any other rights as a shareholder of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to

 

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you.  Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company.  Nothing contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

 

20.                                SEVERABILITY .  If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid.  Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

 

21.                                NO ADVICE REGARDING GRANT .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of stock.  You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

 

22.                                ELECTRONIC DELIVERY AND ACCEPTANCE .  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.

 

23.                                MISCELLANEOUS .

 

(a)                            The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

 

(b)                            You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your option.

 

(c)                             You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option.

 

(d)                            This Option Agreement 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.

 

(e)                             All obligations of the Company under the Plan and this Option Agreement 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 and/or assets of the Company.

 

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24.                                LANGUAGE .  If you have received this Option Agreement, or any other document related to the option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

 

25.                                COUNTRY APPENDIX .  Notwithstanding any provisions in this Option Agreement, the option grant shall be subject to any special terms and conditions set forth in the Appendix to this Option Agreement for your country.  Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.  The Appendix constitutes part of this Option Agreement.

 

26.                                IMPOSITION OF OTHER REQUIREMENTS .  The Company reserves the right to impose other requirements on your participation in the Plan, on the option and on any shares of stock purchased upon exercise of the option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

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APPENDIX A

 

MONGODB, INC.

2016 EQUITY INCENTIVE PLAN

OPTION AGREEMENT

(NONSTATUTORY STOCK OPTION)

 

This Appendix includes additional terms and conditions that govern the options granted to you under the Plan if you reside in one of the countries listed below.  Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Option Agreement.

 

This Appendix also includes information regarding securities, exchange controls and certain other issues of which you should be aware with respect to participation in the Plan.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time that the options vest or are exercised or you sell shares acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to your particular situation and the Company is not in a position to assure a particular result.  Accordingly, the you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.  Finally, if you are a citizen or resident of a country other than the one in which you are currently working, the information contained herein may not be applicable to you.

 

AUSTRALIA

 

Securities Law Information

 

The offering and resale of shares acquired under the Plan to a person or entity resident in Australia may be subject to disclosure requirements under Australian law.  You should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.

 

Offer of Stock Awards

 

The Board, in its absolute discretion, may make a written offer to an eligible person who is an Australian Resident (each such offeree being referred to in this Appendix A as a “Participant”) it chooses to accept a Stock Award to acquire options.

 

The offer shall specify the maximum number of options subject to a Stock Award which you may accept, the Date of Grant, the Exercise Price (if any), the Expiration Date, the vesting conditions (if any), any applicable holding period and any disposal restrictions attaching to the options or the resultant Common Stock (all of which may be set by the Board in its absolute discretion).

 

The offer is intended to receive tax deferred treatment under Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth). The conditions to receive such treatment are contained in this Appendix A.

 

The offer shall be accompanied by an acceptance form and a copy of the Plan and this Appendix A or, alternatively, details on how you may obtain a copy of the Plan and this Appendix A.

 

10



 

Grant of Awards

 

If you validly accept the Board’s offer of a Stock Award, the Board must grant you the Stock Award for the number of shares for which the Stock Award was accepted.  However, the Board must not do so if you have ceased to be an eligible person at the date when the Stock Award is to be granted or the Company is otherwise prohibited from doing so under the Corporations Act 2001 (Cth) (the “ Corporations Act ”) without a disclosure document, product disclosure statement or similar document .

 

The Company must provide a Stock Award Agreement in respect of the Stock Award granted to the Participant to be executed by the Participant as soon as practicable after the date of grant .

 

Stock Awards granted to Participants under this Appendix A that are ptions must not have an Expiration Date exceeding fifteen (15) years from the Date of Grant.

 

Tax Deferred Treatment

 

Ordinary shares . Stock Awards issued to a Participant under this Appendix A must relate to ordinary shares. For the purpose of this Appendix A, ordinary shares shall be defined in accordance with its ordinary meaning under Australian law.

 

Predominant business of the Company . Stock Awards must not be issued to Participants where those Stock Awards relate to options or shares in a company that has a  predominant business of the acquisition, sale or holding of shares, securities or other investments.

 

Real risk of forfeiture .  Stock Awards that are options issued to a Participant under this Appendix A must have a real risk of forfeiture, the Vesting conditions by which this risk is achieved is to be determined by the Board in its absolute discretion.

 

10% limit on shareholding and voting power .  Immediately after you acquire the Stock Awards, you must not: (i) hold a beneficial interest in more than 10% of the shares in the Company; or (ii) be in a position to cast, or control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the Company. For the purposes of these thresholds, Stock Awards that are options are treated as if they have been exercised and converted into Common Stock.

 

AUSTRIA

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Austria.

 

Consumer Protection Information

 

You may be entitled to revoke the Option Agreement on the basis of the Austrian Consumer Protection Act (the “ Act ”) under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Plan:

 

(i)              The revocation must be made within one week after the acceptance of the Option Agreement.

(ii)           The revocation must be in written form to be valid.  It is sufficient if you return the Option Agreement to the Company or the Company’s representative with language that can be understood as your refusal to conclude or honor the Option Agreement, provided the revocation is sent within the period discussed above.

 

11



 

Exchange Control Information

 

If you hold securities (including shares acquired under the Plan) or cash (including proceeds from the sale of shares and any cash dividends) outside of Austria (even if you hold them outside of Austria at a branch of an Austrian bank), you may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded. You are encouraged to consult your personal legal or tax advisor to understand how these rules apply to your particular situation.

 

BELGIUM

 

Taxation and Terms of Acceptance

 

You  agree and acknowledge that the Company will only accept a countersigned Option Agreement after the 60th day following your receipt of the Option Agreement.

 

By formally accepting in writing the Option Agreement through signature and by returning it to the Company within 60 days from receipt of the Option Agreement and the Plan, you would normally become subject to income tax on a lump-sum benefit in kind on the 60th day following receipt of the Option Agreement (being the “grant date” for Belgian tax purposes).  In that case, no taxation should be triggered upon vesting or exercise.  However, if written acceptance and return of the Option Agreement would take place after the 60th day following receipt of the Option Agreement, as required by the Company, taxation will normally be delayed to the date of exercise of this Option.  In that case, grant date or vesting should not trigger taxation.

 

Securities Disclaimer

 

The grant of this option under the Plan is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Belgium.

 

CANADA

 

Data Privacy

 

The following provision supplements Section 14 of the Option Agreement:

 

You hereby authorize the Company and its representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  You further authorize the Company, any Affiliates and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors.  You further authorize the Company and any Affiliates to record such information and to keep such information in your employee file.

 

Language Consent

 

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

 

12



 

Consentement relatif à la langue utilisée

 

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente .

 

Foreign Asset/Account Reporting Information

 

Canadian residents are required to report any foreign property ( e.g. , shares of stock acquired under the Plan and possibly unvested options) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year, although the reporting requirements have been simplified if the cost is less than C$250,000.  It is your responsibility to comply with these reporting obligations, and you should consult your own personal tax advisor in this regard.

 

FINLAND

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Finland.

 

FRANCE

 

Awards Not Tax-Qualified

 

The option is not intended to be a tax-qualified or tax-preferred award, including without limitation, under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code.  You are encouraged to consult with a personal tax advisor to understand the tax and social insurance implications of the option.

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.

 

Foreign Asset/Account Information

 

You may hold shares of stock acquired upon exercise of the option, any proceeds resulting from the sale of shares of stock or any dividends paid on such shares of stock outside of France, provided you declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with your annual income tax return.  Failure to complete this reporting may trigger penalties.

 

GERMANY

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany.

 

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Exchange Control Information

 

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ).  In the event that you make or receive a payment in excess of this amount, you are required to report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“ Allgemeines Meldeportal Statistik ”) available via Bundesbank’s website (www.bundesbank.de).

 

HONG KONG

 

Securities Law Notice

 

WARNING:  The option and the shares of stock covered by the option do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its Affiliates participating in the Plan.  You should be aware that the contents of the Option Agreement have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong.  Nor have the documents been reviewed by any regulatory authority in Hong Kong.  The option is intended only for your personal use and may not be distributed to any other person.  You are advised to exercise caution in relation to the offer.  If you are in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, you should obtain independent professional advice.

 

Sale of Shares

 

Any shares of stock received at exercise are accepted as a personal investment.  In the event that any portion of this option vests within six months of the grant date, you agree that you will not offer to the public or otherwise dispose of the shares of stock acquired prior to the six-month anniversary of the grant date.

 

Occupational Retirement Schemes Ordinance Alert

 

The Company specifically intends that neither the option nor the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ ORSO ”).

 

INDIA

 

Exchange Control Information

 

If you remit funds outside of India to purchase shares of stock, it is your responsibility to comply with the exchange control laws in India.  Also, you must repatriate to India all funds resulting from the sale of shares of stock within 90 days and all proceeds from the receipt of any dividends within 180 days.  You will receive a foreign inward remittance certificate (“ FIRC ”) from the bank where you deposits the foreign currency.  You should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or your employer requests proof of repatriation.

 

Foreign Asset/Account Reporting Information

 

You are required to declare in your annual tax return your foreign financial assets (including shares of stock) and any foreign bank accounts. You understand that it is your responsibility to comply with this reporting obligation and are advised to confer with a personal tax advisor in this regard.

 

14



 

IRELAND

 

Taxation: General

 

Non-statutory stock options granted under the Option Agreement will be unapproved for Irish tax purposes.

 

The tax and social security consequences of participating in the Plan are based on complex tax and social security laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances.  Therefore, we recommend that you consult with your own tax advisor regularly to determine the consequences of taking or not taking any action concerning their participation in the Plan and to determine how the tax, social security or other laws in Ireland (or elsewhere) apply to your specific situation.

 

Tax Withholding

 

The references in the Plan and in the Option Agreement, and in particular Clause 8(h) (Miscellaneous) of the Plan and Clauses 12 (Withholding Obligations) and 13 (Tax Consequences) of the Option Agreement, to “tax” or “taxes” includes any and all taxes, charges, levies and contributions in Ireland or elsewhere, to include, in particular, income tax (PAYE), Universal Social Charge (USC) and Pay Related Social Insurance (PRSI) (“ Taxes ”).

 

Tax indemnity

 

You shall be accountable for any Taxes, which are chargeable on any assessable income deriving from the grant, exercise, purchase, vesting of, or other dealing in Stock Awards or Common Stock issued pursuant to a Stock Award.  The Company shall not become liable for any Taxes, as a result of the Participant’s participation in the Plan.  In respect of such assessable income, you shall indemnify the Company and (at the direction of the Company) any Affiliate, which is or may be treated as the employer of you in respect of the Taxes (the “ Tax Liabilities ”).

 

Pursuant to the indemnity referred to in the preceding paragraph, where necessary, you shall make such arrangements, as the Company requires to meet the cost of the Tax Liabilities, including at the direction of the Company any of the following:

 

(a)                                 making a cash payment of an appropriate amount to the relevant company whether by cheque, banker’s draft or deduction from salary in time to enable the Company to remit such amount to the Irish Revenue Commissioners before the 14th day following the end of the month in which the event giving rise to the Tax Liabilities occurred; or

 

(b)                                 appointing the Company as agent and / or attorney for the sale of sufficient Common Stock, acquired pursuant to the grant, exercise, purchase, vesting or other dealing in Stock Awards, or Common Stock issued pursuant to an Stock Award to cover the Tax Liabilities and authorizing the payment to the relevant company of the appropriate amount (including all reasonable fees, commissions and expenses incurred by the relevant company in relation to such sale) out of the net proceeds of sale of the Common Stock.

 

Company Law - Notification Obligation

 

If you are a director, shadow director or secretary of any Irish subsidiary of the Company, you are required to notify the Irish subsidiary in writing within five or eight days, depending on the circumstances

 

15



 

involved, if you hold an interest in, or receive or dispose of an interest in the Company (which includes an option to acquire shares).  This notification requirement also applies with respect to the interests of a person’s spouse, civil partner or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).  Where the shares or the stock options held amount to an interest in less than 1% of the nominal value of the Company’s issued voting share capital, or do not carry the right to vote at the Company’s general meetings, disclosure is not required.  This exemption also applies to company secretaries.

 

Securities Law

 

The grant of the option is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Ireland.

 

Employment

 

You acknowledge that your terms of employment shall not be affected in any way by your participation of the Plan, which shall not form part of such terms (either expressly or impliedly). You acknowledge that your participation in the Plan shall be subject at all times to the rules of the Plan as may be amended from time to time (including, but not limited to, any claw back provisions). If on termination of your employment (whether lawfully, unlawfully, or in breach of contract) you lose any rights or benefits under the Plan (including any rights or benefits which you would not have lost had your employment not been terminated), you hereby acknowledge that you shall be entitled to (and hereby waives) any compensation for the loss of any rights or benefits under the Plan, or any replacement or successor plan.

 

The Plan is entirely discretionary and may be suspended or terminated by the Board at a time for any reason. Participation in the Plan is entirely discretionary and does not create any contractual or other right to receive future grants of options or benefits in lieu of options. All determinations with respect to future options will be at the entire discretion of the Board. Rights under the Plan are not pensionable.

 

ITALY

 

Foreign Asset/Account Reporting Information

 

If you are an Italian resident who, at any time during the fiscal year, holds foreign financial assets (including cash and shares of stock) which may generate taxable income in Italy, you are required to report these assets on your annual tax return for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations also apply if you are the beneficial owner of foreign financial assets under Italian money laundering provisions.

 

Securities Disclaimer

 

The grant of the options is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Italy.

 

MEXICO

 

Labor Law Acknowledgment

 

These provisions supplement Section 11 of the Option Agreement:

 

16



 

Modification.   By accepting the option, you understand and agree that any modification of the Plan or the Option Agreement or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

 

Policy Statement.   The grant of options made under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.

 

The Company with registered offices at  229 W. 43 rd  Street, 5 th  floor, NY, NY, 10036, United States of America, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of shares of stock does not, in any way, establish an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is the Company’s Mexican Affiliate, nor does it establish any rights between you and your employer.

 

Plan Document Acknowledgment

 

By accepting the grant of options, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Option Agreement in their entirety and fully understand and accept all provisions of the Plan and the Option Agreement.

 

In addition, by signing the Option Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in Section 11 of the Agreement (“Nature of Grant”), in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) none of the Affiliates or the Company is responsible for any decrease in the value of the shares of stock underlying the options.

 

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the employer, the Company and any Affiliates with respect to any claim that may arise under the Plan.

 

NETHERLANDS

 

Prohibition Against Insider Trading

 

You should be aware of the Dutch insider trading rules, which may affect the sale of shares acquired under the Plan.  In particular, you may be prohibited from effecting certain share transactions if you have insider information regarding the Company.  Below is a discussion of the applicable restrictions.  You are advised to read the discussion carefully to determine whether the insider rules could apply to you.  If it is uncertain whether the insider rules apply, the Company recommends that you consult with a legal advisor.  The Company cannot be held liable if you violate the Dutch insider trading rules.  You are responsible for ensuring your compliance with these rules.

 

Dutch securities laws prohibit insider trading.  As of 3 July 2016, the European Market Abuse Regulation (MAR), is applicable in the Netherlands. For further information, Participant is referred to the website of

 

17



 

the Authority for the Financial Markets (AFM): https://www.afm.nl/en/professionals/onderwerpen/marktmisbruik.

 

Given the broad scope of the definition of inside information, certain employees of the Company working at its Dutch Affiliate may have inside information and thus are prohibited from making a transaction in securities in the Netherlands at a time when they have such inside information. By entering into this Option Agreement and participating in the Plan, you acknowledge having read and understood the notification above and acknowledge that it is your responsibility to comply with the Dutch insider trading rules, as discussed herein.

 

Securities Disclaimer

 

The grant of the option is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the Netherlands.

 

SPAIN

 

Labor Law Acknowledgment

 

The following provision supplements Section 11 of the Option Agreement:

 

In accepting the option, you consent to participate in the Plan and acknowledge that you have received a copy of the Plan.

 

You understand and agree that the Company has unilaterally, gratuitously and discretionally decided to grant the option under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan.  Consequently, you understand that the option is granted on the assumption and condition that the option and any shares of stock issued upon exercise of the option are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  In addition, you understand that the option would not be granted to you but for the assumptions and conditions referred to herein; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the option and any right to the option shall be null and void.

 

Further, the vesting of the option is expressly conditioned on your continued employment, such that upon termination of employment, the option may cease vesting immediately, effective on the date of your termination of employment (unless otherwise specifically provided in the Option Agreement and/or the Plan).  In particular, you understand and agree that any non-vested options as of the date you are no longer actively employed or in service (unless otherwise specifically provided in the Option Agreement and/or the Plan) will be forfeited without entitlement to the underlying shares of stock or to any amount of indemnification in the event of termination of your employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

 

18


 

Securities Disclaimer

 

The grant of the option is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain. The grant of the option and the shares of stock issued pursuant to the exercise of the option are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities.  Neither the Plan nor the Option Agreement have been registered with the Comisión National del Mercado de Valores and do not constitute a public offering prospectus.

 

Exchange Control Information

 

The acquisition, ownership and disposition of shares of Stock and must be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “ DGCI ”), which is a department of the Ministry of Economy and Competitiveness.  If you acquire shares of stock through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for you; otherwise, you will be required make the declaration by filing the appropriate form with the DGCI.  Generally, the declaration must be made in January for shares of Stock owned as of December 31 of the prior year; however, if the value of shares of stock acquired or sold exceeds a designated threshold (or you hold 10% or more of the capital of the Company or such other amount that would entitle you to join the Company’s board of directors), the declaration must be filed within one (1) month of the acquisition or sale, as applicable.

 

Foreign Asset/Account Reporting Information

 

To the extent you hold rights or assets outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , shares of Stock, cash, etc.) as of December 31 each year, such resident will be required to report information on such rights and assets on your annual tax return for such year.  After such rights and assets are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than €20,000.

 

Further, you will be required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including shares of Stock acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.

 

Further, you are required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments of cash or shares of stock made to you under the Plan) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the relevant year, exceed €1,000,000.

 

SWEDEN

 

Securities Disclosure

 

Your participation in the Plan and the grant of the option are exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Sweden.

 

19



 

Exchange Control

 

You understand and agree that foreign and local banks or financial institutions (including brokers) engaged in cross-border transactions generally may be required to report any payments to or from a foreign country exceeding a certain amount to The National Tax Board, which receives the information on behalf of the Swedish Central Bank (Sw.Riksbanken). This requirement may apply even if you have a brokerage account with a foreign broker.

 

SWITZERLAND

 

Securities Law Notification

 

The grant of the option is considered a private offering and therefore is not subject to securities registration in Switzerland.

 

UNITED KINGDOM

 

Securities Disclaimer

 

The grant of the option is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the UK.

 

This Option Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“ FSMA ”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan.  The Plan and the options are exclusively available in the UK to bona fide employees and former employees and any other UK Subsidiary.

 

Section 431 Election

 

You agree that, if so requested by the Company, you shall, on exercise of the option or on such earlier date as may be specified by the Company, enter into an irrevocable joint election with your employer pursuant to section 431 of Income Tax (Earnings & Pensions) Act 2003 (“ ITEPA ”) in a form specified by the Company that for the relevant tax purposes the market value of the shares of Common Stock acquired (or to be acquired) by you on exercise of the option is to be calculated as if the shares were not restricted securities (as defined in section 423 of ITEPA) and section 425 to 430 of ITEPA are not to apply to such Shares.

 

20



 

ATTACHMENT II

 

2016 EQUITY INCENTIVE PLAN

 



 

ATTACHMENT III

 

NOTICE OF EXERCISE

 

MONGODB, INC.

100 FOREST AVENUE

PALO ALTO, CA 94301

 

 

Date of Exercise:  

 

 

This constitutes notice to MongoDB, Inc. (the “ Company ”) under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “ Shares ”) for the exercise price set forth below.

 

Type of option (US Tax Designation):

 

 

 

Nonstatutory

 

 

 

 

 

Stock option dated:

 

 

 

 

 

 

 

 

 

Number of Shares as to which option is exercised:

 

 

 

 

 

 

 

 

 

Certificates to be issued in name of:

 

 

 

 

 

 

 

 

 

Total exercise price:

 

US$              

 

US$              

 

 

 

 

 

Cash payment delivered herewith:

 

US$              

 

US$              

 

 

 

 

 

Regulation T Program (cashless exercise(1)):

 

US$              

 

US$              

 

 

 

 

 

Value of          Shares delivered herewith(2):

 

US$              

 

US$              ]

 

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the MongoDB, Inc. 2016 Equity Incentive Plan, and (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option.

 

I hereby make the following certifications and representations with respect to the number of Shares listed above, which are being acquired by me for my own account upon exercise of the option as set forth above:

 


(1)  Shares must meet the public trading requirements set forth in the option agreement.

(2)  Shares must meet the public trading requirements set forth in the option.  Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests.  Certificates must be endorsed or accompanied by an executed assignment separate from certificate.

 



 

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act.  I warrant and represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws.

 

I further acknowledge that I will not be able to resell the Shares for at least ninety (90) days after the stock of the Company becomes publicly traded ( i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144.

 

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the option will have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws.

 

I further acknowledge and agree that, except for such information as required to be delivered to me by the Company pursuant to the option or the Plan (if any), I will have no right to receive any information from the Company by virtue of the grant of the option or the purchase of shares of Common Stock through exercise of the option, ownership of such shares of Common Stock, or as a result of my being a holder of record of stock of the Company. Without limiting the foregoing, to the fullest extent permitted by law, I hereby waive all inspection rights under Section 220 of the Delaware General Corporation Law and all such similar information and/or inspection rights that may be provided under the law of any jurisdiction, or any federal, state or foreign regulation, that are, or may become, applicable to the Company or the Company’s capital stock (the “ Inspection Rights ”).  I hereby covenant and agree never to directly or indirectly commence, voluntarily aid in any way, prosecute, assign, transfer, or cause to be commenced any claim, action, cause of action, or other proceeding to pursue or exercise the Inspection Rights.

 

I further agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “ Lock-Up Period ”).  I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

 

 

Very truly yours,

 

 

 

 

 

Signature

 

 

 

 

 

Print Name

 

2



 

 

Address of Record:

 

 

 

3


 

ATTACHMENT IV

 

EARLY EXERCISE STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT is made by and between MongoDB, Inc., a Delaware corporation (the “ Company ”), and                 (“ Purchaser ”).

 

WITNESSETH:

 

WHEREAS, Purchaser holds a stock option dated                 to purchase shares of Class A Common Stock (“ Common Stock ”) of the Company (the “ Option ”) pursuant to the Company’s 2016 Equity Incentive Plan (the “ Plan ”); and

 

WHEREAS , the Option consists of a Stock Option Grant Notice and a Stock Option Agreement; and

 

WHEREAS, Purchaser desires to exercise the Option on the terms and conditions contained herein; and

 

WHEREAS, Purchaser wishes to take advantage of the early exercise provision of Purchaser’s Option and therefore to enter into this Agreement;

 

NOW, THEREFORE, IT IS AGREED between the parties as follows:

 

1.                                       INCORPORATION OF PLAN AND OPTION BY REFERENCE.   This Agreement is subject to all of the terms and conditions as set forth in the Plan and the Option.  If there is a conflict between the terms of this Agreement and/or the Option and the terms of the Plan, the terms of the Plan shall control.  If there is a conflict between the terms of this Agreement and the terms of the Option, the terms of the Option shall control.  Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.  Defined terms not explicitly defined in this Agreement or the Plan but defined in the Option shall have the same definitions as in the Option.

 

2.                                       PURCHASE AND SALE OF COMMON STOCK.

 

(a)                                  Agreement to purchase and sell Common Stock.   Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of       (   ) shares of Common Stock at US$      per share, for an aggregate purchase price of US$     , payable as follows:

 

Cash, check, bank draft or money order payable to the Company

 

US$

 

 

 

 

 

Value of        shares of Common Stock(1)

 

US$

 

 

 

 

 

Total Exercise Price

 

US$          

.

 

 


(1)                                  Shares must meet the public trading requirements set forth in the Option.  Shares must be valued in accordance with the terms of the Option being exercised, must have been owned for the minimum period required in the Option and must be owned free and clear of any liens, claims, encumbrances or security interest.  Certificates must be endorsed or accompanied by an executed stock assignment.

 



 

(b)                                  Closing . The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided, however, that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised, and the closing shall be delayed, until such stockholder approval is obtained.  If such stockholder approval is not obtained within the time limit specified in the Plan, then this Agreement shall be null and void.

 

3.                                       UNVESTED SHARE REPURCHASE OPTION.

 

(a)                                  Repurchase Option .  In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the “ Repurchase Option ”) for a period of ninety (90) days after said termination (or in the case of shares issued upon exercise of the Option after such date of termination, within ninety (90) days after the date of the exercise), or such longer period as may be agreed to by the Company and Purchaser, to repurchase from Purchaser or Purchaser’s personal representative, as the case may be, those shares that Purchaser received pursuant to the exercise of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s Stock Option Grant Notice (the “ Unvested Shares ”).

 

(b)                                  Share Repurchase Price.    The Company may repurchase all or any of the Unvested Shares at the lower of (i) the Fair Market Value of the such shares (as determined under the Plan) on the date of repurchase, or (ii) the price equal to Purchaser’s Exercise Price for such shares as indicated on Purchaser’s Stock Option Grant Notice.

 

4.                                       EXERCISE OF REPURCHASE OPTION.  The Repurchase Option shall be exercised by written notice signed by such person as designated by the Company, and delivered or mailed as provided herein.  Such notice shall identify the number of shares of Common Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth above.  The Company shall be entitled to pay for any shares of Common Stock purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any Promissory Note given in payment for the Common Stock), or by a combination of both.  Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Common Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Common Stock being repurchased by the Company, without further action by Purchaser.

 

5.                                       CAPITALIZATION ADJUSTMENTS TO COMMON STOCK.   In the event of a Capitalization Adjustment, then any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s ownership of Common Stock shall be immediately subject to the Repurchase Option and be included in the word “Common Stock” for all purposes of the Repurchase Option with the same force and effect as the shares of the Common Stock presently subject to the Repurchase Option, but only to the extent the Common Stock is, at the time, covered by such Repurchase Option.  While the total Option Price shall remain the same after each such event, the Option Price per share of Common Stock upon exercise of the Repurchase Option shall be appropriately adjusted.

 

6.                                       CORPORATE TRANSACTIONS.   In the event of a Corporate Transaction, then the Repurchase Option may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such Corporate Transaction.  To the extent the

 

2



 

Repurchase Option remains in effect following such Corporate Transaction, it shall apply to the new capital stock or other property received in exchange for the Common Stock in consummation of the Corporate Transaction, but only to the extent the Common Stock was at the time covered by such right.  Appropriate adjustments shall be made to the price per share payable upon exercise of the Repurchase Option to reflect the Corporate Transaction upon the Company’s capital structure; provided, however, that the aggregate price payable upon exercise of the Repurchase Option shall remain the same.

 

7.                                       ESCROW OF UNVESTED COMMON STOCK.   As security for Purchaser’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser’s Common Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the closing hereunder, to deliver to and deposit with the Secretary of the Company or the Secretary’s designee (“ Escrow Agent ”), as Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Common Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B, attached hereto and incorporated by this reference, which instructions also shall be delivered to the Escrow Agent at the closing hereunder.

 

8.                                       RIGHTS OF PURCHASER. Subject to the provisions of the Option, Purchaser shall exercise all rights and privileges of a stockholder of the Company with respect to the shares deposited in escrow.  Purchaser shall be deemed to be the holder of the shares for purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Repurchase Option.

 

9.                                       LIMITATIONS ON TRANSFER.  In addition to any other limitation on transfer created by applicable securities laws, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock while the Common Stock is subject to the Repurchase Option.  After any Common Stock has been released from the Repurchase Option, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock except in compliance with the provisions herein and applicable securities laws.

 

10.                                RESTRICTIVE LEGENDS.  All certificates representing the Common Stock shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

 

(a)                                  “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY.  ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

 

(b)                                  “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO THE EXERCISE OF A NONSTATUTORY STOCK OPTION.

 

(c)                                   “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE COMPANY.”

 

3



 

(d)                                  Any legend required by appropriate blue sky officials.

 

11.                                LOCK-UP PERIOD. By exercising the Option, Purchaser agrees not to sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by Purchaser, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary to permit compliance with FINRA Rule 2241 and similar rules or regulations (the “ Lock-Up Period ”); provided, however , that nothing shall prevent the exercise of the Repurchase Option during the Lock-Up Period.  Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Purchaser’s shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

 

12.                                REFUSAL TO TRANSFER.  The Company shall not be required (a) to transfer on its books any shares of Common Stock of the Company which shall have been transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

 

13.                                NO EMPLOYMENT RIGHTS.  This Agreement is not an employment contract and nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company or its Affiliates to terminate Purchaser’s employment for any reason at any time, with or without cause and with or without notice.

 

14.                                MISCELLANEOUS.

 

(a)                                  Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day, (c) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

 

(b)                                  Successors and Assigns.  This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. The Company may assign the Repurchase Option hereunder at any time or from time to time, in whole or in part.

 

(c)                                   Attorneys’ Fees; Specific Performance.  Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees. It is the intention of the parties that the Company, upon exercise of the Repurchase Option and payment for the shares repurchased, pursuant to the terms of this Agreement, shall be entitled to receive the Common Stock, in specie, in order to have such Common Stock available for future issuance without dilution of the

 

4



 

holdings of other stockholders.  Furthermore, it is expressly agreed between the parties that money damages are inadequate to compensate the Company for the Common Stock and that the Company shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Common Stock.

 

(d)                                  Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.  The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

 

(e)                                   Further Execution.  The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

 

(f)                                    Independent Counsel.   Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by Cooley LLP, counsel to the Company and that Cooley LLP does not represent, and is not acting on behalf of, Purchaser.  Purchaser has been provided with an opportunity to consult with Purchaser’s own counsel with respect to this Agreement.

 

(g)                                  Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral.  This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

 

(h)                                  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.

 

(i)                                     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.  This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

 

T he parties hereto have executed this Agreement as of                .

 

 

MONGODB, INC.

 

 

 

 

By

 

 

 

 

 

Name

 

 

 

 

 

Title

 

 

5



 

 

PURCHASER

 

 

 

Signature

 

 

 

 

 

Name (Please print)

 

 

ATTACHMENTS:

 

Exhibit A                                              Assignment Separate from Certificate

Exhibit B                                              Joint Escrow Instructions

 

6



 

EXHIBIT A

 

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED,                         hereby sells, assigns and transfers unto MongoDB, Inc., a Delaware corporation (the “ Company ”), pursuant to the Repurchase Option under that certain Early Exercise Stock Purchase Agreement, dated                 by and between the undersigned and the Company (the “ Agreement ”),                 (               ) shares of Common Stock of the Company standing in the undersigned’s name on the books of the Company represented by Certificate No(s).                 and does hereby irrevocably constitute and appoint the Company’s Secretary attorney-in-fact to transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the repurchase of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Repurchase Option under the Agreement.

 

 

Dated:

 

 

 

 

 

 

 

 

 

 

 

 

(Signature)

 

 

 

 

 

 

 

 

(Print Name)

 

(INSTRUCTION:   Please do not fill in any blanks other than the “Signature” line and the “Print Name” line . )

 



 

EXHIBIT B

 

JOINT ESCROW INSTRUCTIONS

 

Secretary

MongoDB, Inc.

100 Forest Avenue

Palo Alto, CA 94301

 

Dear Sir or Madam:

 

As Escrow Agent for both MongoDB, Inc., a Delaware corporation (“ Company ”), and the undersigned purchaser of Common Stock of the Company (“ Purchas er”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Early Exercise Stock Purchase Agreement (“ Agreement ”), dated                 to which a copy of these Joint Escrow Instructions is attached as Exhibit B, in accordance with the following instructions:

 

1.                                       In the event the Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the Company or its assignee will give to Purchaser and you a written notice specifying the number of shares of Common Stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company.  Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

 

2.                                       At the closing you are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of Common Stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (which may include suitable acknowledgment of cancellation of indebtedness) of the number of shares of Common Stock being purchased pursuant to the exercise of the Repurchase Option.

 

3.                                       Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of Common Stock to be held by you hereunder and any additions and substitutions to said shares as specified in the Agreement.  Purchaser does hereby irrevocably constitute and appoint you as the Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate filing with state or government officials or bank officials. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.

 

4.                                       This escrow shall terminate and the shares of stock held hereunder shall be released in full upon the expiration or exercise in full of the Repurchase Option, whichever occurs first.

 

5.                                       If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of same to Purchaser and shall be discharged of all further obligations hereunder; provided, however, that if at the time of termination of this escrow you are advised by the Company that the property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or other person designated by the Company.

 



 

6.                                       Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

 

7.                                       You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees.  You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

 

8.                                       You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.  In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

 

9.                                       You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

 

10.                                You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

 

11.                                Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign by written notice to the Company party.  In the event of any such termination, the Secretary of the Corporation shall automatically become the successor Escrow Agent unless the Company shall appoint another successor Escrow Agent, and Purchaser hereby confirms the appointment of such successor as Purchaser’s attorney-in-fact and agent to the full extent of your appointment.

 

12.                                If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

 

13.                                It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

 

14.                                Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, including delivery by express courier or five days after deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties hereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto:

 

2



 

COMPANY:

MongoDB, Inc.

 

100 Forest Avenue

 

Palo Alto, CA 94301

 

Attn: Chief Financial Officer

 

 

PURCHASER:

 

 

 

 

 

ESCROW AGENT:

MongoDB, Inc.

 

100 Forest Avenue

 

Palo Alto, CA 94301

 

Attn: Corporate Secretary

 

15.                                By signing these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

 

16.                                You shall be entitled to employ such legal counsel and other experts (including without limitation the firm of Cooley LLP) as you may deem necessary properly to advise you in connection with your obligations hereunder.  You may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.  The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder.

 

17.                                This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  It is understood and agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all successor Escrow Agents.  It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

 

3



 

18.                                This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of Delaware.

 

 

 

Very truly yours,

 

 

 

 

 

MONGODB, INC.

 

 

 

 

 

 

 

 

 

By

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title

 

 

 

 

 

 

 

 

 

PURCHASER:

 

 

 

 

 

 

 

 

Signature

 

 

 

 

 

 

 

 

 

 

 

Name (Please Print)

 

 

 

 

 

 

ESCROW AGENT:

 

 

 

 

 

 

 

 

Secretary, MongoDB, Inc.

 

 

 

4


 

MONGODB, INC.
STOCK OPTION GRANT NOTICE — ISRAELI EMPLOYEES — CAPITAL GAIN AWARD
(2016 EQUITY INCENTIVE PLAN)

 

MongoDB, Inc. (the “ Company ”), pursuant to its 2016 Equity Incentive Plan and its Appendix for Israeli Participants (the “ Plan ”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below.  This option is subject to all of the terms and conditions as set forth in this stock option grant notice (this “ Stock Option Grant Notice ”), in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.  Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement.  If there is any conflict between the terms herein and the Plan, the terms of the Plan will control.

 

Optionholder:

 

Date of Grant:

 

Vesting Commencement Date:

 

Number of Shares Subject to Option:

 

Exercise Price (Per Share):

 

Total Exercise Price:

 

Expiration Date:

 

 

Type of Grant:

 

¨             Capital Gain Award

 

 

 

Exercise Schedule :

 

¨             Same as Vesting Schedule                 ¨             Early Exercise Permitted

 

 

 

 

 

Vesting Schedule :

 

 

 

 

 

 

 

 

 

Payment:

 

By one or a combination of the following items (described in the Option Agreement):

 

 

 

 

 

¨   By cash, check, bank draft, wire transfer or money order payable to the Company

 

 

¨   Pursuant to a Regulation T Program if the shares are publicly traded

 

 

¨   By delivery of already-owned shares if the shares are publicly traded

 

Additional Terms/Acknowledgements:   Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan.  Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as provided in the Plan.  Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein.

 

In addition to the above the Optionholder authorizes the Company to provide the Trustee with any information required for the purpose of administering the Plan including executing its obligations

 



 

according to Section 102, the trust deed and the trust agreement, including without limitation information about the Optionholder’s Options, income tax rates, salary bank account, contact details and identification number, the Optionholder agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions relating to the Plan and this Agreement, Optionholder is familiar with Section 102 and the regulations and rules promulgated thereunder, including without limitations the provisions of the applicable tax route, and agrees to comply with such provisions, as amended from time to time, provided that if such terms are not met, Section 102 may not apply, Optionholder agrees to the terms and conditions of the trust deed signed between the Trustee and the Company and/or the applicable Affiliate, including but not limited to the control of the Options and Common Stock by the Trustee, Optionholder acknowledges that releasing the Common Stock  from the control of the Trustee prior to the termination of the Holding Period constitutes a violation of the terms of Section 102 and agrees to bear the relevant sanctions.

 

By accepting this option, Optionholder consents, subject to the provisions of applicable law, to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

MONGODB, INC.

 

OPTIONHOLDER:

 

 

 

By:

 

 

 

Signature

 

Signature

 

 

 

Title:

 

 

Date:

 

 

 

 

 

Date:

 

 

 

 

 

 

 

ATTACHMENTS :  Option Agreement, 2016 Equity Incentive Plan, Notice of Exercise and Early Exercise Stock Purchase Agreement

 

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ATTACHMENT I

 

OPTION AGREEMENT

(CAPITAL GAIN AWARD)

 

Pursuant to your Stock Option Grant Notice (“ Stock Option Grant Notice ”) and this Option Agreement (this “ Option Agreement ”), MongoDB, Inc. (the “ Company ”) has granted you an option under its 2016 Equity Incentive Plan (the “ Plan ”) to purchase the number of shares of the Company’s Common Stock indicated in your Stock Option Grant Notice at the exercise price indicated in your Stock Option Grant Notice.  The option is granted to you effective as of the date of grant set forth in the Stock Option Grant Notice (the “ Date of Grant ”).  If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control.  Capitalized terms not explicitly defined in this Option Agreement or in the Stock Option Grant Notice but defined in the Plan will have the same definitions as in the Plan.

 

The details of your option, in addition to those set forth in the Stock Option Grant Notice and the Plan, are as follows:

 

1.                                       VESTING.   Your option will vest as provided in your Stock Option Grant Notice.  Vesting will cease upon the termination of your Continuous Service.

 

2.                                       NUMBER OF SHARES AND EXERCISE PRICE.   The number of shares of Common Stock subject to your option and your exercise price per share in your Stock Option Grant Notice will be adjusted for Capitalization Adjustments.

 

3.                                       EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”).   If permitted in your Stock Option Grant Notice ( i.e. , the “Exercise Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option, including the unvested portion of your option; provided , however , that:

 

(a)                            a partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;

 

(b)                            any shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; and

 

(c)                             you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in the same vesting as if no early exercise had occurred.

 

4.                                       TRUST. The Option and the Common Stock issued upon exercise or otherwise and/or any additional rights, including without limitation any right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that may be granted in connection with the Options (the “ Additional Rights ”) shall be issued to or controlled by the Trustee for your benefit under the provisions of Section 102 as a Capital Gains Award for at least the period stated in Section 102 of the Ordinance and the Income Tax Rules (Tax Benefits in Share Issuance to Employees) 5763-2003 (the “ Rules ”).  In the event the Options do not meet the requirements of Section 102 of the Ordinance, such Options and the underlying Shares shall not qualify for the favorable tax treatment under the Capital Gains Route of Section 102 of the Ordinance.  The Company makes no representations or guarantees that the Options

 



 

will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102 of the Ordinance. Any fees associated with any exercise, sale, transfer or any act in relation to the Options shall be borne by you and the Trustee and/or the Company and/or any Affiliate shall be entitled to withhold or deduct such fees from payments otherwise due to from the Company or an Affiliate or the Trustee. In accordance with the requirements of Section 102 of the Ordinance and the Capital Gains Route, you shall not sell nor transfer the Shares or Additional Rights from the Trustee until the end of the required Holding Period.  Notwithstanding the above, if any such sale or transfer occurs before the end of the required Holding Period, the sanctions under Section 102 shall apply to and shall be borne by you.

 

5.                                       METHOD OF PAYMENT.   You must pay the full amount of the exercise price for the shares you wish to exercise.  You may pay the exercise price in cash or by check, bank draft, wire transfer or money order payable to the Company or in any other manner permitted by your Stock Option Grant Notice , which may include one or more of the following:

 

(a)                            Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.  This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”.

 

(b)                            Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise.  “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company.  You may not exercise your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.

 

6.                                       WHOLE SHARES.   You may exercise your option only for whole shares of Common Stock.

 

7.                                       SECURITIES LAW COMPLIANCE.   In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the registration requirements of the Securities Act.  The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).

 

8.                                       TERM.   You may not exercise your option before the Date of Grant or after the expiration of the option’s term.  The term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:

 

(a)                            immediately upon the termination of your Continuous Service for Cause;

 

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(b)                            three (3) months after the termination of your Continuous Service for any reason other than Cause, your Disability, or your death (except as otherwise provided in Section 8(d) below); provided , however , that if during any part of such three-month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service; provided further , that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;

 

(c)                             twelve (12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d)) below;

 

(d)                            twelve (12) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service terminates for any reason other than Cause;

 

(e)                             the Expiration Date indicated in your Stock Option Grant Notice; and

 

(f)                              the day before the tenth (10th) anniversary of the Date of Grant.

 

9.                                       EXERCISE.

 

(a)                            You may exercise the vested portion of your option (and the unvested portion of your option if your Stock Option Grant Notice so permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require.

 

(b)                            By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock acquired upon such exercise.

 

(c)                             The Common Stock issued upon exercise of your Option shall be issued in the name of the Trustee for your benefit as required under Section 102.

 

(d)                            By exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule s or regulation (the “ Lock-Up Period ”); provided , however , that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up Period.  You further agree to execute and deliver such other agreements as may be

 

3



 

reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period.  You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d).  The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

 

10.                                TRANSFERABILITY.   Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.

 

(a)                            Domestic Relations Orders.   Upon receiving written permission from the Board or its duly authorized designee, provided you pay the applicable taxes, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer.  You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement agreement.

 

(b)                            Beneficiary Designation.   Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the Common Stock or other consideration resulting from such exercise.  In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise. The Options and Common Stock shall continue to be subject to the provisions of Section 102.

 

11.                                RIGHT OF REPURCHASE.   The Company will have the right to repurchase all of the shares of Common Stock you acquire pursuant to the exercise of your option upon termination of your Continuous Service for Cause.  Such repurchase will be at the exercise price you paid to acquire the shares and will be effected pursuant to such other terms and conditions, and at such time, as the Company will determine.

 

12.                                OPTION NOT A SERVICE CONTRACT.   Your option is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment.  In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or employees to continue any relationship that you might have as a Director or Consultant for the Company or an Affiliate.

 

13.                                WITHHOLDING OBLIGATIONS.

 

(a)                            At the time you exercise your option (if applicable) and upon any sale or transfer of Common Stock, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make

 

4



 

adequate provision for (including by means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.

 

(b)                                  Any and all taxes due in relation to the Options and Common Stock, shall be borne solely by you. The Company and/or any Affiliate and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the Company and/or any Affiliate and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any Affiliate and/or the Trustee, to the extent permitted by law, shall have the right to deduct from any payment otherwise due to you or from proceeds of the sale of the Common Stock, an amount equal to any Taxes required by law to be withheld with respect to the Common Stock.  You will pay to the Company, any subsidiary or the Trustee any amount of taxes that the Company or any Affiliate or the Trustee may be required to withhold with respect to the Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the Common Stock if you fail to comply with your obligations in connection with the taxes as described in this section. The tax treatment of any Option is not guaranteed and although an Option may be granted under a certain tax route, they may become subject to a different tax route in the future.

 

14.                                TAX CONSEQUENCES . You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation.

 

15.                                NOTICES.   Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.  The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means.  By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

16.                                GOVERNING PLAN DOCUMENT .  Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan.  If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control.  In addition, your option (and any compensation paid or shares issued under your option) is subject to recoupment in accordance with The Dodd—Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

 

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17.                                OTHER DOCUMENTS .  You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus.  In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

 

18.                                EFFECT ON OTHER EMPLOYEE BENEFIT PLANS .  The value of this option will not be included as compensation, earnings, salaries, or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.

 

19.                                VOTING RIGHTS .  You will not have voting or any other rights as a shareholder of the Company with respect to the shares to be issued pursuant to this option until such shares are issued to you.   Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company.  Nothing contained in this option, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

 

20.                                SEVERABILITY .  If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful or invalid.  Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

 

21.                                NO ADVICE REGARDING GRANT .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of stock.  You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

 

22.                                ELECTRONIC DELIVERY AND ACCEPTANCE .  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.

 

23.                                MISCELLANEOUS .

 

(a)                            The rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.

 

(b)                            You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your option.

 

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(c)                             You acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your option, and fully understand all provisions of your option.

 

(d)                            This Option Agreement 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.

 

(e)                             All obligations of the Company under the Plan and this Option Agreement 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 and/or assets of the Company.

 

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ATTACHMENT II

 

2016 EQUITY INCENTIVE PLAN

 



 

ATTACHMENT III

 

NOTICE OF EXERCISE

 

MONGODB, INC.

100 FOREST AVENUE

PALO ALTO, CA 94301

 

 

 

 

Date of Exercise:

 

 

 

This constitutes notice to MongoDB, Inc. (the “ Company ”) under my Nonstatutory (Capital Gain Award Israeli Tax Purposes) stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “ Shares ”) for the exercise price set forth below.

 

Stock option dated:

 

 

 

Number of Shares as to which option is exercised:

 

 

 

Certificates to be issued in name of:

 

 

 

Total exercise price:

 

$

              

 

Cash payment delivered herewith:

 

$

              

 

Regulation T Program (cashless exercise(1)):

 

$

              

 

Value of          Shares delivered herewith(2):

 

$

              

]

 

By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the MongoDB, Inc. 2016 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii)  that the shares of Common Stock shall be issued to the Trustee for my benefit .

 

I agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the

 


(1)  Shares must meet the public trading requirements set forth in the option agreement.

(2)  Shares must meet the public trading requirements set forth in the option.  Shares must be valued in accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests.  Certificates must be endorsed or accompanied by an executed assignment separate from certificate.

 



 

Securities Act (or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2241 or any successor or similar rule or regulation) (the “ Lock-Up Period ”).  I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

 

 

Very truly yours,

 

 

 

 

 

Signature

 

 

 

 

 

Print Name

 

 

 

Address of Record:

 

 

 

 

 

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ATTACHMENT IV

 

EARLY EXERCISE STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT is made by and between MongoDB, Inc., a Delaware corporation (the “ Company ”), and                 (“ Purchaser ”).

 

WITNESSETH:

 

WHEREAS, Purchaser holds a stock option dated                 to purchase shares of Class A Common Stock (“ Common Stock ”) of the Company (the “ Option ”) pursuant to the Company’s 2016 Equity Incentive Plan (the “ Plan ”); and

 

WHEREAS , the Option consists of a Stock Option Grant Notice and a Stock Option Agreement; and

 

WHEREAS, Purchaser desires to exercise the Option on the terms and conditions contained herein; and

 

WHEREAS, Purchaser wishes to take advantage of the early exercise provision of Purchaser’s Option and therefore to enter into this Agreement;

 

NOW, THEREFORE, IT IS AGREED between the parties as follows:

 

1.              INCORPORATION OF PLAN AND OPTION BY REFERENCE.   This Agreement is subject to all of the terms and conditions as set forth in the Plan and the Option.  If there is a conflict between the terms of this Agreement and/or the Option and the terms of the Plan, the terms of the Plan shall control.  If there is a conflict between the terms of this Agreement and the terms of the Option, the terms of the Option shall control.  Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.  Defined terms not explicitly defined in this Agreement or the Plan but defined in the Option shall have the same definitions as in the Option.

 

2.              PURCHASE AND SALE OF COMMON STOCK.

 

(a)            Agreement to purchase and sell Common Stock.   Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser (shares of Common Stock shall be issued to the Trustee for the benefit of Purchaser), an aggregate of       (   ) shares of Common Stock at $      per share, for an aggregate purchase price of $     , payable as follows:

 

Cash, check, bank draft or money order payable to the Company

 

$

 

 

 

 

 

 

Value of        shares of Common Stock(1)

 

$

 

 

 

 

 

 

Total Exercise Price

 

$

          .

 

 


(1)           Shares must meet the public trading requirements set forth in the Option.  Shares must be valued in accordance with the terms of the Option being exercised, must have been owned for the minimum period required in the Option and must be owned free and clear of any liens, claims, encumbrances or security interest.  Certificates must be endorsed or accompanied by an executed stock assignment.

 



 

(b)            Closing . The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided, however, that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised, and the closing shall be delayed, until such stockholder approval is obtained.  If such stockholder approval is not obtained within the time limit specified in the Plan, then this Agreement shall be null and void.

 

3.              UNVESTED SHARE REPURCHASE OPTION.

 

(a)            Repurchase Option .  In the event Purchaser’s Continuous Service terminates, then the Company shall have an irrevocable option (the “ Repurchase Option ”) for a period of ninety (90) days after said termination (or in the case of shares issued upon exercise of the Option after such date of termination, within ninety (90) days after the date of the exercise), or such longer period as may be agreed to by the Company and Purchaser, to repurchase from Purchaser through the Trustee holding the shares for his/her benefit, those shares that Purchaser received pursuant to the exercise of the Option that have not as yet vested as of such termination date in accordance with the Vesting Schedule indicated on Purchaser’s Stock Option Grant Notice (the “ Unvested Shares ”).

 

(b)            Share Repurchase Price.    The Company may repurchase all or any of the Unvested Shares at the lower of (i) the Fair Market Value of the such shares (as determined under the Plan) on the date of repurchase, or (ii) the price equal to Purchaser’s Exercise Price for such shares as indicated on Purchaser’s Stock Option Grant Notice.

 

4.              EXERCISE OF REPURCHASE OPTION.  The Repurchase Option shall be exercised by written notice signed by such person as designated by the Company, and delivered or mailed as provided herein.  Such notice shall identify the number of shares of Common Stock to be purchased and shall notify Purchaser and the Trustee of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth above.  The Company shall be entitled to pay for any shares of Common Stock purchased pursuant to its Repurchase Option at the Company’s option in cash or by offset against any indebtedness owing to the Company by Purchaser (including without limitation any Promissory Note given in payment for the Common Stock), or by a combination of both.  Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Common Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Common Stock being repurchased by the Company, without further action by Purchaser. The Trustee shall sign any document required in order to effectuate the sale of shares as noted above.

 

5.              CAPITALIZATION ADJUSTMENTS TO COMMON STOCK.   In the event of a Capitalization Adjustment, then any and all new, substituted or additional securities or other property to which Purchaser is entitled by reason of Purchaser’s beneficial ownership of Common Stock shall be immediately subject to the Repurchase Option and be included in the word “Common Stock” for all purposes of the Repurchase Option with the same force and effect as the shares of the Common Stock presently subject to the Repurchase Option, but only to the extent the Common Stock is, at the time, covered by such Repurchase Option.  While the total Option Price shall remain the same after each such event, the Option Price per share of Common Stock upon exercise of the Repurchase Option shall be appropriately adjusted.

 

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6.              CORPORATE TRANSACTIONS.   In the event of a Corporate Transaction, then the Repurchase Option may be assigned by the Company to the successor of the Company (or such successor’s parent company), if any, in connection with such Corporate Transaction.  To the extent the Repurchase Option remains in effect following such Corporate Transaction, it shall apply to the new capital stock or other property received in exchange for the Common Stock in consummation of the Corporate Transaction, but only to the extent the Common Stock was at the time covered by such right.  Appropriate adjustments shall be made to the price per share payable upon exercise of the Repurchase Option to reflect the Corporate Transaction upon the Company’s capital structure; provided, however, that the aggregate price payable upon exercise of the Repurchase Option shall remain the same.

 

7.              ESCROW OF UNVESTED COMMON STOCK.   As security for Purchaser’s faithful performance of the terms of this Agreement and to insure the availability for delivery of Purchaser’s Common Stock upon exercise of the Repurchase Option herein provided for, Purchaser agrees, at the closing hereunder, to deliver to and deposit with, or cause the Trustee to take such action, the Secretary of the Company or the Secretary’s designee (“ Escrow Agent ”), as Escrow Agent in this transaction, three (3) stock assignments duly endorsed (with date and number of shares blank) in the form attached hereto as Exhibit A, together with a certificate or certificates evidencing all of the Common Stock subject to the Repurchase Option; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Joint Escrow Instructions of the Company and Purchaser set forth in Exhibit B, attached hereto and incorporated by this reference, which instructions also shall be delivered to the Escrow Agent at the closing hereunder. A copy of the documents including the share certificates shall remain with the Trustee for compliance with Israeli law.

 

8.              RIGHTS OF PURCHASER. Subject to the provisions of the Option, Trustee on behalf of Purchaser, and as instructed by Purchaser shall exercise all rights and privileges of a stockholder of the Company with respect to the shares deposited in escrow.  Trustee on behalf of Purchaser shall be deemed to be the holder of the shares for purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company’s Repurchase Option.

 

9.              LIMITATIONS ON TRANSFER.  In addition to any other limitation on transfer created by applicable securities laws or under the Plan, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock while the Common Stock is subject to the Repurchase Option.  After any Common Stock has been released from the Repurchase Option, Purchaser shall not sell, assign, hypothecate, donate, encumber or otherwise dispose of any interest in the Common Stock except in compliance with the provisions herein and applicable securities laws.

 

10.           RESTRICTIVE LEGENDS.  All certificates representing the Common Stock shall have endorsed thereon legends in substantially the following forms (in addition to any other legend which may be required by other agreements between the parties hereto):

 

(a)            “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THIS COMPANY.  ANY TRANSFER OR ATTEMPTED TRANSFER OF ANY SHARES SUBJECT TO SUCH OPTION IS VOID WITHOUT THE PRIOR EXPRESS WRITTEN CONSENT OF THE COMPANY.”

 

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(b)            “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED PURSUANT TO THE EXERCISE OF A CAPITAL GAIN STOCK OPTION.

 

(c)            “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A TRANSFER RESTRICTION, AS PROVIDED IN THE BYLAWS OF THE COMPANY.”

 

(d)            Any legend required by appropriate blue sky officials.

 

11.           LOCK-UP PERIOD. By exercising the Option, Purchaser agrees not to sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by the Trustee for the benefit of the Purchaser, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as necessary to permit compliance with FINRA Rule 2241 and similar rules or regulations (the “ Lock-Up Period ”); provided, however , that nothing shall prevent the exercise of the Repurchase Option during the Lock-Up Period.  Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto.  In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to Purchaser’s shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this Section 11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

 

12.           REFUSAL TO TRANSFER.  The Company shall not be required (a) to transfer on its books any shares of Common Stock of the Company which shall have been transferred in violation of any of the provisions set forth in this Agreement, or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

 

13.           NO EMPLOYMENT RIGHTS.  This Agreement is not an employment contract and nothing in this Agreement shall affect in any manner whatsoever the right or power of the Company or its Affiliates to terminate Purchaser’s employment for any reason at any time, with or without cause and with or without notice.

 

14.           MISCELLANEOUS.

 

(a)            Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not during normal business hours of the recipient, then on the next business day, (c) five (5) calendar days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent to the other party hereto at such party’s address hereinafter set forth on the signature page hereof, or at such other address as such party may designate by ten (10) days advance written notice to the other party hereto.

 

(b)            Successors and Assigns.  This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser, Purchaser’s successors, and assigns. The Company may assign the Repurchase Option hereunder at any time or from time to time, in whole or in part.

 

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(c)            Attorneys’ Fees; Specific Performance.  Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees. It is the intention of the parties that the Company, upon exercise of the Repurchase Option and payment for the shares repurchased, pursuant to the terms of this Agreement, shall be entitled to receive the Common Stock, in specie, in order to have such Common Stock available for future issuance without dilution of the holdings of other stockholders.  Furthermore, it is expressly agreed between the parties that money damages are inadequate to compensate the Company for the Common Stock and that the Company shall, upon proper exercise of the Repurchase Option, be entitled to specific enforcement of its rights to purchase and receive said Common Stock.

 

(d)            Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, provided that for tax purposes the laws of Israel shall apply.  The parties agree that any action brought by either party to interpret or enforce any provision of this Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.

 

(e)            Further Execution.  The parties agree to take all such further action(s) as may reasonably be necessary to carry out and consummate this Agreement as soon as practicable, and to take whatever steps may be necessary to obtain any governmental approval in connection with or otherwise qualify the issuance of the securities that are the subject of this Agreement.

 

(f)             Independent Counsel.  Purchaser acknowledges that this Agreement has been prepared on behalf of the Company by Cooley LLP, counsel to the Company and that Cooley LLP does not represent, and is not acting on behalf of, Purchaser.  Purchaser has been provided with an opportunity to consult with Purchaser’s own counsel with respect to this Agreement.

 

(g)            Entire Agreement; Amendment.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior agreements or understandings, whether written or oral.  This Agreement may not be amended, modified or revoked, in whole or in part, except by an agreement in writing signed by each of the parties hereto.

 

(h)            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.

 

(i)             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.  This Agreement may also be executed and delivered by facsimile signature, PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

 

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T he parties hereto have executed this Agreement as of                                       .

 

 

 

MONGODB, INC.

 

 

 

By

 

 

Name

 

 

Title

 

 

 

 

PURCHASER

 

 

 

Signature

 

 

 

Name (Please print)

 

ATTACHMENTS:

 

Exhibit A               Assignment Separate from Certificate

Exhibit B               Joint Escrow Instructions

 

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EXHIBIT A

 

STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE

 

FOR VALUE RECEIVED,                         hereby sells, assigns and transfers unto MongoDB, Inc., a Delaware corporation (the “ Company ”), pursuant to the Repurchase Option under that certain Early Exercise Stock Purchase Agreement, dated                 by and between the undersigned and the Company (the “ Agreement ”),                 (               ) shares of Common Stock of the Company standing in the name of the Trustee for the benefit of the undersigned on the books of the Company represented by Certificate No(s).                 and does hereby irrevocably constitute and appoint the Company’s Secretary attorney-in-fact to transfer said Common Stock on the books of the Company with full power of substitution in the premises.  This Assignment may be used only in accordance with and subject to the terms and conditions of the Agreement, in connection with the repurchase of shares of Common Stock issued to the undersigned pursuant to the Agreement, and only to the extent that such shares remain subject to the Company’s Repurchase Option under the Agreement.

 

Dated:

 

 

 

 

 

 

 

(Signature)

 

 

 

 

 

(Print Name)

 

(INSTRUCTION:   Please do not fill in any blanks other than the “Signature” line and the “Print Name” line . )

 


 

EXHIBIT B

 

JOINT ESCROW INSTRUCTIONS

 

Secretary

MongoDB, Inc.

100 Forest Avenue

Palo Alto, CA 94301

 

Dear Sir or Madam:

 

As Escrow Agent for both MongoDB, Inc., a Delaware corporation (“ Company ”), and the undersigned purchaser of Common Stock of the Company (“ Purchaser ”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Early Exercise Stock Purchase Agreement (“ Agreement ”), dated                 to which a copy of these Joint Escrow Instructions is attached as Exhibit B, in accordance with the following instructions:

 

1.                                       In the event the Company or an assignee shall elect to exercise the Repurchase Option set forth in the Agreement, the Company or its assignee will give to Purchaser and you a written notice specifying the number of shares of Common Stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company.  Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

 

2.                                       At the closing you are directed (a) to date any stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of Common Stock to be transferred, to the Company against the simultaneous delivery to you of the purchase price (which may include suitable acknowledgment of cancellation of indebtedness) of the number of shares of Common Stock being purchased pursuant to the exercise of the Repurchase Option.

 

3.                                       Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of Common Stock to be held by you hereunder and any additions and substitutions to said shares as specified in the Agreement.  Purchaser does hereby irrevocably constitute and appoint you as the Purchaser’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities and other property all documents of assignment and/or transfer and all stock certificates necessary or appropriate to make all securities negotiable and complete any transaction herein contemplated, including but not limited to any appropriate filing with state or government officials or bank officials. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.

 

4.                                       This escrow shall terminate and the shares of stock held hereunder shall be released in full upon the expiration or exercise in full of the Repurchase Option, whichever occurs first.

 

5.                                       If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of same to Purchaser and shall be discharged of all further obligations hereunder; provided, however, that if at the time of termination of this escrow you are advised by the Company that the property subject to this escrow is the subject of a pledge or other security agreement, you shall deliver all such property to the pledgeholder or other person designated by the Company.

 



 

6.                                       Except as otherwise provided in these Joint Escrow Instructions, your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

 

7.                                       You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties or their assignees.  You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

 

8.                                       You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court.  In case you obey or comply with any such order, judgment or decree of any court, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

 

9.                                       You shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

 

10.                                You shall not be liable for the outlawing of any rights under any statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

 

11.                                Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be Secretary of the Company or if you shall resign by written notice to the Company party.  In the event of any such termination, the Secretary of the Corporation shall automatically become the successor Escrow Agent unless the Company shall appoint another successor Escrow Agent, and Purchaser hereby confirms the appointment of such successor as Purchaser’s attorney-in-fact and agent to the full extent of your appointment.

 

12.                                If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

 

13.                                It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

 

14.                                Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, including delivery by express courier or five days after deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties hereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto:

 

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COMPANY:

 

MongoDB, Inc.

 

 

100 Forest Avenue

 

 

Palo Alto, CA 94301

 

 

Attn: Chief Financial Officer

 

 

 

PURCHASER:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ESCROW AGENT:

 

MongoDB, Inc.

 

 

100 Forest Avenue

 

 

Palo Alto, CA 94301

 

 

Attn: Corporate Secretary

 

15.                                By signing these Joint Escrow Instructions you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

 

16.                                You shall be entitled to employ such legal counsel and other experts (including without limitation the firm of Cooley LLP) as you may deem necessary properly to advise you in connection with your obligations hereunder.  You may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.  The Company shall be responsible for all fees generated by such legal counsel in connection with your obligations hereunder.

 

17.                                This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  It is understood and agreed that references to “you” or “your” herein refer to the original Escrow Agent and to any and all successor Escrow Agents.  It is understood and agreed that the Company may at any time or from time to time assign its rights under the Agreement and these Joint Escrow Instructions in whole or in part.

 

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18.                                This Agreement shall be governed by and interpreted and determined in accordance with the laws of the State of Delaware.

 

 

 

Very truly yours,

 

 

 

 

 

 

MONGODB, INC.

 

 

 

 

 

 

 

 

 

By

 

 

 

 

 

 

 

Name:

 

 

 

 

 

 

 

Title

 

 

 

 

 

 

 

 

 

 

PURCHASER:

 

 

 

 

 

 

 

 

Signature

 

 

 

 

 

 

 

 

Name (Please Print)

 

 

 

ESCROW AGENT:

 

 

 

 

 

 

 

 

Secretary, MongoDB, Inc.

 

 

 

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MONGODB, INC.

RESTRICTED STOCK UNIT GRANT NOTICE
(2016 EQUITY INCENTIVE PLAN)

 

MongoDB, Inc. (the “ Company ”), pursuant to its 2016 Equity Incentive Plan (the “ Plan ”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“ Restricted Stock Units ”) set forth below (the “ Award ”). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “ Restricted Stock Unit Grant Notice ”) and in the Plan and the Restricted Stock Unit Agreement (the “ Award Agreement ”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan will control.

 

Participant:

Date of Grant:

Vesting Commencement Date:

Number of Restricted Stock Units/Shares:

 

Vesting Schedule:

 

Issuance Schedule:                                        The shares of Common Stock to be issued in respect of the Award will be issued in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Agreement.

 

Additional Terms/Acknowledgements:   Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan. Participant acknowledges and agrees that this Restricted Stock Unit Grant Notice and the Award Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Common Stock pursuant to the Award and supersede all prior oral and written agreements on that subject with the exception, if applicable, of (i) equity awards previously granted and delivered to Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this Award upon the terms and conditions set forth therein.

 

By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 



 

MONGODB, INC.

 

PARTICIPANT

 

 

 

 

By:

 

 

 

 

Signature

 

Signature

 

 

 

 

Title:

 

 

Date:

 

 

 

 

 

 

Date:

 

 

 

 

ATTACHMENTS :          Award Agreement, 2016 Equity Incentive Plan

 



 

MONGODB, INC.

2016 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

 

Pursuant to the Restricted Stock Unit Grant Notice (the “ Grant Notice ”) and this Restricted Stock Unit Agreement (the “ Award Agreement ”) and in consideration of your services, MongoDB, Inc. (the “ Company ”) has awarded you (“ Participant ”) a Restricted Stock Unit Award (the “ Award ”) pursuant to Section 6 of the Company’s 2016 Equity Incentive Plan (the “ Plan ”) for the number of Restricted Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Award Agreement or the Grant Notice will have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

 

1.                                       GRANT OF THE AWARD. This Award represents the right to be issued on a future date one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “ Account ”) the number of Restricted Stock Units/shares of Common Stock subject to the Award. This Award was granted in consideration of your services to the Company. Except as otherwise provided herein, you will not be required to make any payment to the Company or an Affiliate (other than services to the Company or an Affiliate) with respect to your receipt of the Award, the vesting of the Restricted Stock Units or the delivery of the Company’s Common Stock to be issued in respect of the Award. Notwithstanding the foregoing, the Company reserves the right to issue you the cash equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock upon vesting of your Restricted Stock Units, and, to the extent applicable, references in this Award Agreement and the Grant Notice to Common Stock issuable in connection with your Restricted Stock Units will include the potential issuance of its cash equivalent pursuant to such right.

 

2.                                       VESTING. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Restricted Stock Units/shares of Common Stock credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Common Stock.

 

3.                                       NUMBER OF SHARES. The number of Restricted Stock Units/shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.

 

4.                                       SECURITIES LAW COMPLIANCE . You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.

 

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5.                                       TRANSFER RESTRICTIONS . Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock to which you were entitled at the time of your death pursuant to this Award Agreement. In the absence of such a designation, your legal representative will be entitled to receive, on behalf of your estate, such Common Stock or other consideration.

 

(a)                                  Death . Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease and your executor or administrator of your estate will be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death.

 

(b)                                  Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, official marital settlement agreement or other divorce or separation instrument that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement.

 

6.                                       DATE OF ISSUANCE.

 

(a)                                  The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations set forth in this Award Agreement, in the event one or more Restricted Stock Units vests, the Company will issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions in the Grant Notice). The issuance date determined by this paragraph is referred to as the “ Original Issuance Date ”.

 

(b)                                  If the Original Issuance Date falls on a date that is not a business day, delivery will instead occur on the next following business day. In addition, if:

 

(i)                                     the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “ 10b5-1 Plan ”)), and

 

(ii)                                 either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award,

 

2



 

and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 11 of this Agreement (including but not limited to a commitment under a 10b5-1 Plan) and (C) not to permit you to pay the Withholding Taxes in cash or from other compensation otherwise payable to you by the Company,

 

then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

 

(c)                                   The form of delivery of the shares of Common Stock in respect of your Award ( e.g. , a stock certificate or electronic entry evidencing such shares) will be determined by the Company.

 

7.                                       DIVIDENDS. You will receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you.

 

8.                                       RESTRICTIVE LEGENDS. The shares of Common Stock issued under your Award will be endorsed with appropriate legends as determined by the Company.

 

9.                                       EXECUTION OF DOCUMENTS. You hereby acknowledge and agree that the manner selected by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of this Award Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for establishing your execution of any documents to be executed in the future in connection with your Award.

 

10.                                AWARD NOT A SERVICE CONTRACT .

 

(a)                                  Your Continuous Service with the Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice. Nothing in this Award Agreement (including, but not limited to, the vesting of your Award or the issuance of the shares subject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Award Agreement or the Plan will: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Award Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Award Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

 

(b)                                  By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award is earned only by continuing as an employee, director or consultant at the will of the Company or an Affiliate and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or from time to time, as it deems

 

3



 

appropriate (a “ reorganization ”). You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Award Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Award Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Award Agreement, for any period, or at all, and will not interfere in any way with your right or the right of the Company or an Affiliate to terminate your Continuous Service at any time, with or without cause and with or without notice, and will not interfere in any way with the Company’s right to conduct a reorganization.

 

11.                                TAX WITHHOLDING OBLIGATIONS.

 

(a)                                  On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “ Withholding Taxes ”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “ FINRA Dealer ”) (pursuant to this authorization and without further consent) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to you pursuant to Section 6) equal to the amount of such Withholding Taxes; provided , however , that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further , that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee. However, the Company does not guarantee that you will be able to satisfy the Withholding Taxes through any of the methods described in the preceding provisions and in all circumstances you remain responsible for timely and fully satisfying the Withholding Taxes.

 

(b)                                  Unless the tax withholding obligations of the Company and any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock or other consideration pursuant to this Award.

 

(c)                                   In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

 

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12.                                TAX CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) will be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

 

13.                                UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Award Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Award Agreement until such shares are issued to you pursuant to Section 6 of this Award Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

 

14.                                NOTICES . Any notice or request required or permitted hereunder will be given in writing to each of the other parties hereto and will be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or delivery via electronic means, or (ii) the date that is five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed to the Company at its primary executive offices, attention: Stock Plan Administrator, and addressed to you at your address as on file with the Company at the time notice is given.

 

15.                                HEADINGS . The headings of the Sections in this Award Agreement are inserted for convenience only and will not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement.

 

16.                                ADDITIONAL ACKNOWLEDGEMENTS . You hereby consent and acknowledge that:

 

(a)                                  Participation in the Plan is voluntary and therefore you must accept the terms and conditions of the Plan and this Award Agreement and Grant Notice as a condition to participating in the Plan and receipt of this Award. This Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past. All determinations with respect to any such future awards, including, but not limited to, the time or times when such awards are made, the size of such awards and performance and other conditions applied to the awards, will be at the sole discretion of the Company.

 

(b)                                  The future value of your Award is unknown and cannot be predicted with certainty. You do not have, and will not assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this Award or diminution in value of this Award and you irrevocably release the Company, its Affiliates and, if applicable, your employer, if different from the Company, from any such claim that may arise.

 

(c)                                   The rights and obligations of the Company under your Award will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

 

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(d)                                  You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

 

(e)                                   You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

 

(f)                                    This Award Agreement 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.

 

(g)                                   All obligations of the Company under the Plan and this Award Agreement 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 and assets of the Company.

 

17.                                GOVERNING PLAN DOCUMENT . Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd—Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

 

18.                                EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Award Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.

 

19.                                CHOICE OF LAW. The interpretation, performance and enforcement of this Award Agreement will be governed by the law of the State of Delaware without regard to that state’s conflicts of laws rules.

 

20.                                SEVERABILITY . If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

 

21.                                OTHER DOCUMENTS . You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

 

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22.                                ELECTRONIC DELIVERY AND ACCEPTANCE .  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.

 

23.                                AMENDMENT. This Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.

 

24.                                COMPLIANCE WITH SECTION 409A OF THE CODE . This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the earlier of: (i) the fifth business day following your death, or (ii) the date that is six (6) 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 adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

 

* * * * *

 

This Award Agreement will be deemed to be signed by the Company and the Participant upon the signing or electronic acceptance by the Participant of the Restricted Stock Unit Grant Notice to which it is attached.

 

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MONGODB, INC.

RESTRICTED STOCK UNIT GRANT NOTICE (INTERNATIONAL)
(2016 EQUITY INCENTIVE PLAN)

 

MongoDB, Inc. (the “ Company ”), pursuant to its 2016 Equity Incentive Plan (the “ Plan ”), hereby awards to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“ Restricted Stock Units ”) set forth below (the “ Award ”). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “ Restricted Stock Unit Grant Notice ”) and in the Plan and the Restricted Stock Unit Agreement (the “ Award Agreement ”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan will control.

 

Participant:

Date of Grant:

Vesting Commencement Date:

Number of Restricted Stock Units/Shares:

 

Vesting Schedule:

 

Issuance Schedule:                                        The shares of Common Stock to be issued in respect of the Award will be issued in accordance with the issuance schedule set forth in Section 6 of the Restricted Stock Unit Agreement.

 

Additional Terms/Acknowledgements:   Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Award Agreement, including any country-specific appendices, and the Plan. Participant acknowledges and agrees that this Restricted Stock Unit Grant Notice and the Award Agreement may not be modified, amended or revised except as provided in the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of Common Stock pursuant to the Award and supersede all prior oral and written agreements on that subject with the exception, if applicable, of (i) equity awards previously granted and delivered to Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law, and (iii) any written employment or severance arrangement that would provide for vesting acceleration of this Award upon the terms and conditions set forth therein.

 

By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company and such system shall have the same force and effect as hard-copy execution.

 



 

MONGODB, INC.

 

PARTICIPANT

 

 

 

By:

 

 

 

Signature

 

Signature

 

 

 

Title:

 

 

Date:

 

 

 

 

 

 

Date:

 

 

 

 

ATTACHMENTS :                                     Award Agreement, 2016 Equity Incentive Plan

 



 

MONGODB, INC.

2016 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

 

Pursuant to the Restricted Stock Unit Grant Notice (the “ Grant Notice ”) and this Restricted Stock Unit Agreement (the “ Award Agreement ”) and in consideration of your services, MongoDB, Inc. (the “ Company ”) has awarded you (“ Participant ”) a Restricted Stock Unit Award (the “ Award ”) pursuant to Section 6 of the Company’s 2016 Equity Incentive Plan (the “ Plan ”) for the number of Restricted Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Award Agreement or the Grant Notice will have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

 

1.                                       GRANT OF THE AWARD. This Award represents the right to be issued on a future date one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “ Account ”) the number of Restricted Stock Units/shares of Common Stock subject to the Award. This Award was granted in consideration of your services to the Company or an Affiliate. Except as otherwise provided herein, you will not be required to make any payment to the Company or an Affiliate (other than services to the Company or an Affiliate) with respect to your receipt of the Award, the vesting of the Restricted Stock Units or the delivery of the Company’s Common Stock to be issued in respect of the Award. Notwithstanding the foregoing, the Company reserves the right to issue you the cash equivalent of Common Stock, in part or in full satisfaction of the delivery of Common Stock upon vesting of your Restricted Stock Units, and, to the extent applicable, references in this Award Agreement and the Grant Notice to Common Stock issuable in connection with your Restricted Stock Units will include the potential issuance of its cash equivalent pursuant to such right.

 

2.                                       VESTING. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of your Continuous Service, the Restricted Stock Units/shares of Common Stock credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares of Common Stock.

 

3.                                       NUMBER OF SHARES. The number of Restricted Stock Units/shares subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomes subject to the Award pursuant to this Section 3, if any, will be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock will be created pursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.

 

4.                                       US SECURITIES LAW COMPLIANCE . You may not be issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you will not receive such Common Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations.

 

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5.                                       TRANSFER RESTRICTIONS . Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution of Common Stock to which you were entitled at the time of your death pursuant to this Award Agreement. In the absence of such a designation, your legal representative will be entitled to receive, on behalf of your estate, such Common Stock or other consideration.

 

(a)                                  Death . Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease and your executor or administrator of your estate will be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death.

 

(b)                                  Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order, official marital settlement agreement or other divorce or separation instrument that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order or marital settlement agreement.

 

6.                                       DATE OF ISSUANCE.

 

(a)                                  The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations set forth in this Award Agreement, in the event one or more Restricted Stock Units vests, the Company will issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions in the Grant Notice). The issuance date determined by this paragraph is referred to as the “ Original Issuance Date ”.

 

(b)                                  If the Original Issuance Date falls on a date that is not a business day, delivery will instead occur on the next following business day. In addition, if:

 

(i)                                     the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a “ 10b5-1 Plan ”)), and

 

(ii)                                 either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award,

 

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and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 11 of this Agreement (including but not limited to a commitment under a 10b5-1 Plan) and (C) not to permit you to pay the Withholding Taxes in cash or from other compensation otherwise payable to you by the Company,

 

then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).

 

(c)                                   The form of delivery of the shares of Common Stock in respect of your Award ( e.g. , a stock certificate or electronic entry evidencing such shares) will be determined by the Company.

 

7.                                       DIVIDENDS. You will receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution that does not result from a Capitalization Adjustment; provided, however, that this sentence will not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been delivered to you.

 

8.                                       RESTRICTIVE LEGENDS. The shares of Common Stock issued under your Award will be endorsed with appropriate legends as determined by the Company.

 

9.                                       EXECUTION OF DOCUMENTS. You hereby acknowledge and agree that the manner selected by the Company by which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of this Award Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for establishing your execution of any documents to be executed in the future in connection with your Award.

 

10.                                AWARD NOT A SERVICE CONTRACT .

 

(a)                                  Your Continuous Service with the Company or an Affiliate is not for any specified term and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with or without cause and with or without notice, subject to applicable laws and your service or employment agreement. Nothing in this Award Agreement (including, but not limited to, the vesting of your Award or the issuance of the shares subject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Award Agreement or the Plan will: (i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Award Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Award Agreement or Plan; or (iv) deprive the Company of the right to terminate you without regard to any future vesting opportunity that you may have.

 

(b)                                  By accepting this Award, you acknowledge and agree that the right to continue vesting in the Award is earned only by continuing as an employee, director or consultant of the Company or an Affiliate and that the Company has the right to reorganize, sell, spin-out or otherwise restructure one

 

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or more of its businesses or Affiliates at any time or from time to time, as it deems appropriate (a “ reorganization ”). You further acknowledge and agree that such a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Award Agreement, including but not limited to, the termination of the right to continue vesting in the Award. You further acknowledge and agree that this Award Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Award Agreement, for any period, or at all, and will not interfere in any way with your right or the right of the Company or an Affiliate to terminate your Continuous Service at any time, with or without cause and with or without notice, subject to applicable laws, and will not interfere in any way with the Company’s right to conduct a reorganization.

 

11.                                TAX WITHHOLDING OBLIGATIONS.

 

(a)                                  On each vesting date, and on or before the time you receive a distribution of the shares underlying your Restricted Stock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax and social insurance contribution withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “ Withholding Taxes ”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise payable to you by the Company or an Affiliate; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “ FINRA Dealer ”) (pursuant to this authorization and without further consent) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxes directly to the Company and its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to you pursuant to Section 6) equal to the amount of such Withholding Taxes; provided , however , that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further , that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee. However, the Company does not guarantee that you will be able to satisfy the Withholding Taxes through any of the methods described in the preceding provisions and in all circumstances you remain responsible for timely and fully satisfying the Withholding Taxes.

 

(b)                                  Unless the tax withholding obligations of the Company and any Affiliate are satisfied, the Company will have no obligation to deliver to you any Common Stock or other consideration pursuant to this Award.

 

(c)                                   In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld by the Company, you agree

 

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to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.

 

12.                                TAX CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult with your own personal tax, financial and legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) will be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.

 

13.                                DATA PRIVACY .  You hereby explicitly and unambiguously (i) acknowledge and (ii) to the extent required under applicable law, consent to, the collection, use and transfer, in electronic or other form, of your personal data as described in and necessary to perform this Award Agreement and any other Award grant materials, by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.  You understand that to the extent not prohibited under applicable law, the Company and the Affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Awards or any other entitlement to shares of stock awarded, canceled, vested, unvested or outstanding in your favor (“ Data ”), for the purpose of implementing, administering and managing the Plan.  Certain Data may also constitute “sensitive personal data” within the meaning of applicable law.  Such Data includes, but is not limited to, the information provided above and any changes thereto and other required personal and financial data about you.  You hereby (i) acknowledge and (ii) to the extent required under applicable law, provide explicit consent to, the processing of any such Data by the Company and any Affiliate.  You understand that Data will be transferred to such stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan.  You understand that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have data privacy laws and protections that are not considered adequate in your country.  You understand that if you resides outside the United States, you may request in those countries where required to be disclosed under applicable law, a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative.  You (i) acknowledge and (ii) to the extent required under applicable law, authorize the receipt, possession, use, retention and transfer of the Data, in electronic or other form, by the Company, any other possible recipients which may assist the Company with implementing, administering and managing the Plan, for the sole purposes of such implementation, administration and management.  You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.  You understand that if you reside outside the United States, you may, if required by applicable law, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein insofar as such consents are required under applicable law, in any case without cost, by contacting in writing your local human resources representative.  Further, you acknowledge that if you are providing consent(s) herein, you are doing so on a purely voluntary basis.  Insofar as any consent is required under applicable law, and you either do not consent or later seek to revoke your consent, your employment status or service and career with the Company or Affiliate will not be adversely affected; the only adverse consequence of refusing or withdrawing your consent is that the Company will not be able to grant you options or other equity awards or administer or maintain such awards.  Therefore, you understand that refusing or withdrawing your consent (insofar as consent is required under applicable law) may affect your ability to participate in the Plan, but will have no further detrimental implications for you.  For more information on

 

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the consequences of your refusal to consent or withdrawal of consent in the event that consent is required under applicable law, you understand that you may contact the local human resources representative.

 

14.                                UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you will be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to this Award Agreement. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Award Agreement until such shares are issued to you pursuant to Section 6 of this Award Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

 

15.                                NOTICES . Any notice or request required or permitted hereunder will be given in writing to each of the other parties hereto and will be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or delivery via electronic means, or (ii) the date that is five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed to the Company at its primary executive offices, attention: Stock Plan Administrator, and addressed to you at your address as on file with the Company at the time notice is given.

 

16.                                HEADINGS . The headings of the Sections in this Award Agreement are inserted for convenience only and will not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement.

 

17.                                ADDITIONAL ACKNOWLEDGEMENTS . You hereby consent and acknowledge that:

 

(a)                                  Participation in the Plan is voluntary and therefore you must accept the terms and conditions of the Plan and this Award Agreement and Grant Notice as a condition to participating in the Plan and receipt of this Award. This Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or other benefits in lieu of future awards, even if similar awards have been granted repeatedly in the past. All determinations with respect to any such future awards, including, but not limited to, the time or times when such awards are made, the size of such awards and performance and other conditions applied to the awards, will be at the sole discretion of the Company.

 

(b)                                  The future value of your Award is unknown and cannot be predicted with certainty. You do not have, and will not assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this Award or diminution in value of this Award and you irrevocably release the Company, its Affiliates and, if applicable, your employer, if different from the Company, from any such claim that may arise.

 

(c)                                   The rights and obligations of the Company under your Award will be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.

 

(d)                                  You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

 

(e)                                   You acknowledge and agree that you have reviewed your Award in its entirety,

 

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have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

 

(f)                                    This Award Agreement 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.

 

(g)                                   All obligations of the Company under the Plan and this Award Agreement 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 and assets of the Company.

 

18.                                GOVERNING PLAN DOCUMENT . Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd—Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

 

19.                                EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Award Agreement will not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.

 

20.                                CHOICE OF LAW. The interpretation, performance and enforcement of this Award Agreement will be governed by the law of the State of Delaware without regard to that state’s conflicts of laws rules.

 

21.                                SEVERABILITY . If all or any part of this Award Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

 

22.                                OTHER DOCUMENTS . You hereby acknowledge receipt of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time.

 

23.                                AMENDMENT. This Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Award Agreement, so long as a copy of such

 

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amendment is delivered to you, and provided that, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein.

 

24.                                COMPLIANCE WITH SECTION 409A OF THE CODE . This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the earlier of: (i) the fifth business day following your death, or (ii) the date that is six (6) 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 adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

 

25.                                NO ADVICE REGARDING GRANT .  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying shares of stock.  You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

 

26.                                ELECTRONIC DELIVERY AND ACCEPTANCE .  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means.  You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.

 

27.                                LANGUAGE .  If you have received this Award Agreement, or any other document related to the Award and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

 

28.                                COUNTRY APPENDIX .  Notwithstanding any provisions in this Award Agreement, the Award grant shall be subject to any special terms and conditions set forth in the Appendix to this Award Agreement for your country.  Moreover, if you relocate to one of the countries included in the Appendix, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons.  The Appendix constitutes part of this Award Agreement.

 

29.                                IMPOSITION OF OTHER REQUIREMENTS .  The Company reserves the right to impose other requirements on your participation in the Plan, on the Award and on any shares of stock acquired upon vesting of the Award, to the extent the Company determines it is necessary or advisable for legal or

 

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administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

* * * * *

 

This Award Agreement will be deemed to be signed by the Company and the Participant upon the signing or electronic acceptance by the Participant of the Restricted Stock Unit Grant Notice to which it is attached.

 

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APPENDIX A

 

MONGODB, INC.

2016 EQUITY INCENTIVE PLAN

AWARD AGREEMENT

(RESTRICTED STOCK UNITS)

 

This Appendix includes additional terms and conditions that govern the aWARD granted to you under the Plan if you reside in one of the countries listed below.  Capitalized terms used but not defined in this Appendix have the meanings set forth in the Plan and/or the Award Agreement.

 

This Appendix also includes information regarding securities, exchange controls and certain other issues of which you should be aware with respect to participation in the Plan.  Such laws are often complex and change frequently.  As a result, the Company strongly recommends that you not rely on the information in this Appendix as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time that the Award vests or you sell shares acquired under the Plan. In addition, the information contained herein is general in nature and may not apply to your particular situation and the Company is not in a position to assure a particular result.  Accordingly, the you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.  Finally, if you are a citizen or resident of a country other than the one in which you are currently working, the information contained herein may not be applicable to you.

 

AUSTRALIA

 

Securities Law Information

 

The offering and resale of shares acquired under the Plan to a person or entity resident in Australia may be subject to disclosure requirements under Australian law.  You should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.

 

Offer of Stock Awards

 

The Board, in its absolute discretion, may make a written offer to an eligible person who is an Australian Resident (each such offeree being referred to in this Appendix A as a “ Participant ”) it chooses to accept an Award.

 

The offer shall specify the maximum number of shares subject to an Award which you may accept, the Date of Grant, the Expiration Date, the vesting conditions (if any), any applicable holding period and any disposal restrictions attaching to the Award or the resultant Common Stock (all of which may be set by the Board in its absolute discretion).

 

The offer is intended to receive tax deferred treatment under Subdivision 83A-C of the Income Tax Assessment Act 1997(Cth). The conditions to receive such treatment are contained in this Appendix A.

 

The offer shall be accompanied by an acceptance form and a copy of the Plan and this Appendix A or, alternatively, details on how you may obtain a copy of the Plan and this Appendix A.

 

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Grant of Awards

 

If you validly accept the Board’s offer of an Award, the Board must grant you an Award for the number of shares for which the Award was accepted.  However, the Board must not do so if you have ceased to be an eligible person at the date when the Award is to be granted or the Company is otherwise prohibited from doing so under the Corporations Act 2001 (Cth) (the “ Corporations Act ”) without a disclosure document, product disclosure statement or similar document .

 

The Company must provide an Award Agreement in respect of the Award granted to the Participant to be executed by the Participant as soon as practicable after the date of grant .

 

Awards granted to Participants under this Appendix A that are Options must not have an Expiration Date exceeding fifteen (15) years from the Date of Grant.

 

Tax Deferred Treatment

 

Ordinary shares . Awards issued to a Participant under this Appendix A must relate to ordinary shares. For the purpose of this Appendix A, ordinary shares shall be defined in accordance with its ordinary meaning under Australian law.

 

Predominant business of the Company . Awards must not be issued to Participants where those Awards relate to Restricted Stock Units or shares in a company that has a predominant business of the acquisition, sale or holding of shares, securities or other investments.

 

Real risk of forfeiture .  Awards that are Restricted Stock Units issued to a Participant under this Appendix A must have a real risk of forfeiture, the Vesting conditions by which this risk is achieved is to be determined by the Board in its absolute discretion.

 

10% limit on shareholding and voting power .  Immediately after you acquire the Awards, you must not: (i) hold a beneficial interest in more than 10% of the shares in the Company; or (ii) be in a position to cast, or control the casting of, more than 10% of the maximum number of votes that might be cast at a general meeting of the Company. For the purposes of these thresholds, Awards that are Restricted Stock Units are treated as if they have been exercised and converted into Common Stock.

 

AUSTRIA

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Austria.

 

Consumer Protection Information

 

You may be entitled to revoke the Award Agreement on the basis of the Austrian Consumer Protection Act (the “ Act ”) under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Plan:

 

(i)              The revocation must be made within one week after the acceptance of the Award Agreement.

 

(ii)           The revocation must be in written form to be valid.  It is sufficient if you return the Award Agreement to the Company or the Company’s representative with language that can be understood as your refusal to conclude or honor the Award Agreement, provided the revocation is sent within the period discussed above.

 

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Exchange Control Information

 

If you hold securities (including shares acquired under the Plan) or cash (including proceeds from the sale of shares and any cash dividends) outside of Austria (even if you hold them outside of Austria at a branch of an Austrian bank), you may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded. You are encouraged to consult your personal legal or tax advisor to understand how these rules apply to your particular situation.

 

BELGIUM

 

Securities Disclaimer

 

The grant of this Award under the Plan is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Belgium.

 

CANADA

 

Data Privacy

 

The following provision supplements Section 17 of the Award Agreement:

 

You hereby authorize the Company and its representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan.  You further authorize the Company, any Affiliates and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors.  You further authorize the Company and any Affiliates to record such information and to keep such information in your employee file.

 

Language Consent

 

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

 

Consentement relatif à la langue utilisée

 

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente .

 

Foreign Asset/Account Reporting Information

 

Canadian residents are required to report any foreign property ( e.g. , shares of stock acquired under the Plan and possibly unvested Restricted Stock Units) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year, although the reporting requirements have been simplified if the cost is less than C$250,000.  It is your responsibility to comply with these reporting obligations, and you should consult your own personal tax advisor in this regard.

 

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FINLAND

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Finland.

 

FRANCE

 

Awards Not Tax-Qualified

 

The Award is not intended to be a tax-qualified or tax-preferred award, including without limitation, under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code.  You are encouraged to consult with a personal tax advisor to understand the tax and social insurance implications of the Award.

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.

 

Foreign Asset/Account Information

 

You may hold shares of stock acquired upon vesting of the Award, any proceeds resulting from the sale of shares of stock or any dividends paid on such shares of stock outside of France, provided you declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with your annual income tax return.  Failure to complete this reporting may trigger penalties.

 

GERMANY

 

Securities Disclaimer

 

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany.

 

Exchange Control Information

 

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ).  In the event that you make or receive a payment in excess of this amount, you are required to report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“ Allgemeines Meldeportal Statistik ”) available via Bundesbank’s website (www.bundesbank.de).

 

HONG KONG

 

Securities Law Notice

 

WARNING:  The Award and the shares of stock covered by the option do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its Affiliates participating in the Plan.  You should be aware that the contents of the Award Agreement have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong.  Nor have the documents been reviewed by any regulatory authority in Hong Kong.  The option is intended only for your personal use

 

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and may not be distributed to any other person.  You are advised to exercise caution in relation to the offer.  If you are in any doubt about any of the contents of the Award Agreement, including this Appendix, or the Plan, you should obtain independent professional advice.

 

Sale of Shares

 

Any shares of stock received at vesting of the Award are accepted as a personal investment.  In the event that any portion of this Award vests within six months of the grant date, you agree that you will not offer to the public or otherwise dispose of the shares of stock acquired prior to the six-month anniversary of the grant date.

 

Occupational Retirement Schemes Ordinance Alert

 

The Company specifically intends that neither the Award nor the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ ORSO ”).

 

INDIA

 

Exchange Control Information

 

You must repatriate to India all funds resulting from the sale of shares of stock within 90 days and all proceeds from the receipt of any dividends within 180 days.  You will receive a foreign inward remittance certificate (“ FIRC ”) from the bank where you deposits the foreign currency.  You should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or your employer requests proof of repatriation.

 

Foreign Asset/Account Reporting Information

 

You are required to declare in your annual tax return your foreign financial assets (including shares of stock) and any foreign bank accounts. You understand that it is your responsibility to comply with this reporting obligation and are advised to confer with a personal tax advisor in this regard.

 

IRELAND

 

Taxation: General

 

The tax and social security consequences of participating in the Plan are based on complex tax and social security laws, which may be subject to varying interpretations, and the application of such laws may depend, in large part, on the surrounding facts and circumstances.  Therefore, we recommend that you consult with your own tax advisor regularly to determine the consequences of taking or not taking any action concerning their participation in the Plan and to determine how the tax, social security or other laws in Ireland (or elsewhere) apply to your specific situation.

 

Tax Withholding

 

The references in the Plan and in the Award Agreement, and in particular Clause 8(h) (Miscellaneous) of the Plan and Clauses 11 (Withholding Obligations) and 12 (Tax Consequences) of the Award Agreement, to “tax” or “taxes” includes any and all taxes, charges, levies and contributions in Ireland or elsewhere, to

 

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include, in particular, income tax (PAYE), Universal Social Charge (USC) and Pay Related Social Insurance (PRSI) (“ Taxes ”).

 

Tax indemnity

 

The Participant shall be accountable for any Taxes, which are chargeable on any assessable income deriving from the grant, vesting of, or other dealing in Awards or Common Stock issued pursuant to an Award.  The Company shall not become liable for any Taxes, as a result of your participation in the Plan.  In respect of such assessable income, the Participant shall indemnify the Company and (at the direction of the Company) any Affiliate, which is or may be treated as the employer you in respect of the Taxes (the “ Tax Liabilities ”).

 

Pursuant to the indemnity referred to in the preceding paragraph, where necessary, you shall make such arrangements, as the Company requires to meet the cost of the Tax Liabilities, including at the direction of the Company any of the following:

 

(a)                                 making a cash payment of an appropriate amount to the relevant company whether by cheque, banker’s draft or deduction from salary in time to enable the Company to remit such amount to the Irish Revenue Commissioners before the 14th day following the end of the month in which the event giving rise to the Tax Liabilities occurred; or

 

(b)                                 appointing the Company as agent and / or attorney for the sale of sufficient Common Stock, acquired pursuant to the grant, exercise, purchase, vesting or other dealing in Awards, or Common Stock issued pursuant to an Award to cover the Tax Liabilities and authorizing the payment to the relevant company of the appropriate amount (including all reasonable fees, commissions and expenses incurred by the relevant company in relation to such sale) out of the net proceeds of sale of the Common Stock.

 

Company Law - Notification Obligation

 

If you are a director, shadow director or secretary of any Irish subsidiary of the Company, you are required to notify the Irish subsidiary in writing within five or eight days, depending on the circumstances involved, if you hold an interest in, or receive or dispose of an interest in the Company (which includes Restricted Stock Units).  This notification requirement also applies with respect to the interests of a person’s spouse, civil partner or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).  Where the shares or the stock options held amount to an interest in less than 1% of the nominal value of the Company’s issued voting share capital, or do not carry the right to vote at the Company’s general meetings, disclosure is not required.  This exemption also applies to company secretaries.

 

Securities Law

 

The grant of the Award is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Ireland.

 

Employment

 

You acknowledge that your terms of employment shall not be affected in any way by your participation of the Plan, which shall not form part of such terms (either expressly or impliedly). You acknowledge that your participation in the Plan shall be subject at all times to the rules of the Plan as may be amended from time to time (including, but not limited to, any claw back provisions). If on termination of your

 

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employment (whether lawfully, unlawfully, or in breach of contract) you lose any rights or benefits under the Plan (including any rights or benefits which you would not have lost had your employment not been terminated), you hereby acknowledge that you shall be entitled to (and hereby waive) any compensation for the loss of any rights or benefits under the Plan, or any replacement or successor plan.

 

The Plan is entirely discretionary and may be suspended or terminated by the Board at a time for any reason. Participation in the Plan is entirely discretionary and does not create any contractual or other right to receive future grants of options or benefits in lieu of options. All determinations with respect to future options will be at the entire discretion of the Board. Rights under the Plan are not pensionable.

 

ISRAEL

 

Restricted Stock Units granted to employees of the Israeli subsidiary of the Company will be subject to the provisions of the Plan and the Appendix for Israeli Participants. Restricted Stock Units are meant to be granted under the trustee capital gains route pursuant to section 102(b)(2) and 102(b)(3) of the Israeli Income Tax Ordinance [New Version] 1961 (“ Section 102 ). Definitions not contained herein shall have the meaning given to them in the Appendix for Israeli Participants. In the event of any conflict, whether explicit or implied, between the provision of the Award Agreement and the Israeli Appendix, the provisions set out in the Israeli Appendix shall prevail.

 

In addition to the declarations included in the Grant Notice and the Award Agreement above, by accepting the grant of the Award (i) you authorize the Company to provide the Trustee with any information required for the purpose of administering the Plan including executing its obligations according to Section 102, the trust deed and the trust agreement, including without limitation information about your Restricted Stock Units, income tax rates, salary bank account, contact details and identification number, (ii) you agree to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions relating to the Plan and this Award Agreement, (iii) you are familiar with Section 102 and the regulations and rules promulgated thereunder, including without limitations the provisions of the applicable tax route, and agree to comply with such provisions, as amended from time to time, provided that if such terms are not met, Section 102 may not apply or I may be subject to tax at higher rates, (iv) you agree to the terms and conditions of the trust deed signed between the Trustee and the Company and/or the applicable Affiliate, including but not limited to the control of the Restricted Stock Units and Common Stock by the Trustee, (v) you acknowledge that releasing the Common Stock  from the control of the Trustee prior to the termination of the Holding Period constitutes a violation of the terms of Section 102 and agree to bear the relevant sanctions.

 

Trust

 

The Restricted Stock Units and the Common Stock issued upon vesting or otherwise and/or any additional rights, including without limitation any right to receive any dividends or any shares received as a result of an adjustment made under the Plan, that may be granted in connection with the Restricted Stock Units (the “ Additional Rights ”) shall be issued to or controlled by the Trustee for your benefit under the provisions of Section 102 pursuant to the capital gains route for at least the period stated in Section 102 of the Ordinance and the Income Tax Rules (Tax Benefits in Share Issuance to Employees) 5763-2003 (the “ Rules ”).  In the event the Restricted Stock Units or underlying shares of Common Stock do not meet the requirements of Section 102, such Restricted Stock Units and the underlying shares of Common Stock shall not qualify for the favorable tax treatment under the Capital Gains Route of Section 102.  The Company makes no representations or guarantees that the Restricted Stock Units will qualify for favorable tax treatment and will not be liable or responsible if favorable tax treatment is not available under Section 102. Any fees associated with any vesting, sale, transfer or any act in relation to the Restricted Stock Units shall be borne by you and the Trustee and/or the Company and/or any Affiliate

 

16



 

shall be entitled to withhold or deduct such fees from payments otherwise due to from the Company or an Affiliate or the Trustee. In accordance with the requirements of Section 102 and the Capital Gains Route, you shall not sell nor transfer the shares of Common Stock or Additional Rights from the Trustee until the end of the required Holding Period.  Notwithstanding the above, if any such sale or transfer occurs before the end of the required Holding Period, the sanctions under Section 102 shall apply to and shall be borne by you.

 

Tax

 

Any and all taxes due in relation to the Restricted Stock Units and Common Stock, shall be borne solely by you. The Company and/or any Affiliate and/or the Trustee shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, you hereby agree to indemnify the Company and/or any Affiliate and/or the Trustee and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to you. The Company and/or any Affiliate and/or the Trustee, to the extent permitted by law, shall have the right to deduct from any payment otherwise due to you or from proceeds of the sale of the Common Stock, an amount equal to any Taxes required by law to be withheld with respect to the Common Stock.  You will pay to the Company, any subsidiary or the Trustee any amount of taxes that the Company or any Affiliate or the Trustee may be required to withhold with respect to the Common Stock that cannot be satisfied by the means previously described.  The Company may refuse to deliver the Common Stock if you fail to comply with your obligations in connection with the taxes as described in this section. The tax treatment of any Restricted Stock Units not guaranteed and although a Restricted Stock Unit  may be granted under a certain tax route, they may become subject to a different tax route in the future.

 

ITALY

 

Foreign Asset/Account Reporting Information

 

If you are an Italian resident who, at any time during the fiscal year, holds foreign financial assets (including cash and shares of stock) which may generate taxable income in Italy, you are required to report these assets on your annual tax return for the year during which the assets are held, or on a special form if no tax return is due.  These reporting obligations also apply if you are the beneficial owner of foreign financial assets under Italian money laundering provisions.

 

Securities Disclaimer

 

The grant of the options is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Italy.

 

MEXICO

 

Labor Law Acknowledgment

 

These provisions supplement Section 17 of the Award Agreement:

 

Modification.   By accepting the Award, you understand and agree that any modification of the Plan or the Award Agreement or its termination shall not constitute a change or impairment of the terms and conditions of your employment.

 

17


 

Policy Statement.   The grant of the Award made under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.

 

The Company with registered offices at  229 W. 43 rd  Street, 5 th  floor, NY, NY, 10036, United States of America, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of shares of stock does not, in any way, establish an employment relationship between you and the Company since you are participating in the Plan on a wholly commercial basis and your sole employer is the Company’s Mexican Affiliate, nor does it establish any rights between you and your employer.

 

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Plan Document Acknowledgment

 

By accepting the grant of Award, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Award Agreement in their entirety and fully understand and accept all provisions of the Plan and the Award Agreement.

 

In addition, by signing the Award Agreement, you further acknowledge that you have read and specifically and expressly approve the terms and conditions in Section 11 of the Agreement (“ Nature of Grant ”), in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) none of the Affiliates or the Company is responsible for any decrease in the value of the shares of stock underlying the options.

 

Finally, you hereby declare that you do not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to the employer, the Company and any Affiliates with respect to any claim that may arise under the Plan.

 

NETHERLANDS

 

Prohibition Against Insider Trading

 

You should be aware of the Dutch insider trading rules, which may affect the sale of shares acquired under the Plan.  In particular, you may be prohibited from effecting certain share transactions if you have insider information regarding the Company.  Below is a discussion of the applicable restrictions.  You are advised to read the discussion carefully to determine whether the insider rules could apply to you.  If it is uncertain whether the insider rules apply, the Company recommends that you consult with a legal advisor.  The Company cannot be held liable if you violate the Dutch insider trading rules.  You are responsible for ensuring your compliance with these rules.

 

Dutch securities laws prohibit insider trading.  As of 3 July 2016, the European Market Abuse Regulation (MAR), is applicable in the Netherlands. For further information, Participant is referred to the website of the Authority for the Financial Markets (AFM): https://www.afm.nl/en/professionals/onderwerpen/marktmisbruik.

 

Given the broad scope of the definition of inside information, certain employees of the Company working at its Dutch Affiliate may have inside information and thus are prohibited from making a transaction in securities in the Netherlands at a time when they have such inside information. By entering into this Award Agreement and participating in the Plan, you acknowledge having read and understood the notification above and acknowledge that it is your responsibility to comply with the Dutch insider trading rules, as discussed herein.

 

Securities Disclaimer

 

The grant of the Award is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the Netherlands.

 

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SPAIN

 

Labor Law Acknowledgment

 

The following provision supplements Section 17 of the Award Agreement:

 

In accepting the Award, you consent to participate in the Plan and acknowledge that you have received a copy of the Plan.

 

You understand and agree that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world.  The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan.  Consequently, you understand that the Award is granted on the assumption and condition that the Award and any shares of stock issued upon vesting of the Award are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.  In addition, you understand that the Award would not be granted to you but for the assumptions and conditions referred to herein; thus, you acknowledge and freely accept that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void.

 

Further, the vesting of the Award is expressly conditioned on your continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of your termination of employment (unless otherwise specifically provided in the Award Agreement and/or the Plan).  In particular, you understand and agree that any non-vested Awards as of the date you are no longer actively employed or in service (unless otherwise specifically provided in the Award Agreement and/or the Plan) will be forfeited without entitlement to the underlying shares of stock or to any amount of indemnification in the event of termination of your employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.

 

Securities Disclaimer

 

The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain. The grant of the Award and the shares of stock issued pursuant to the vesting of the Award are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities.  Neither the Plan nor the Award Agreement have been registered with the Comisión National del Mercado de Valores and do not constitute a public offering prospectus.

 

Exchange Control Information

 

The acquisition, ownership and disposition of shares of Stock and must be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “ DGCI ”), which is a department of the Ministry of Economy and Competitiveness.  If you acquire shares of stock through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for you; otherwise, you will be required make the declaration by filing the appropriate form with the DGCI. 

 

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Generally, the declaration must be made in January for shares of Stock owned as of December 31 of the prior year; however, if the value of shares of stock acquired or sold exceeds a designated threshold (or you hold 10% or more of the capital of the Company or such other amount that would entitle you to join the Company’s board of directors), the declaration must be filed within one (1) month of the acquisition or sale, as applicable.

 

Foreign Asset/Account Reporting Information

 

To the extent you hold rights or assets outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , shares of stock, cash, etc.) as of December 31 each year, such resident will be required to report information on such rights and assets on your annual tax return for such year.  After such rights and assets are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than €20,000.

 

Further, you will be required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including shares of Stock acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.

 

Further, you are required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments of cash or shares of stock made to you under the Plan) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the relevant year, exceed €1,000,000.

 

SWEDEN

 

Securities Disclosure

 

Your participation in the Plan and the grant of the Award  are exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Sweden.

 

Exchange Control

 

You understand and agree that foreign and local banks or financial institutions (including brokers) engaged in cross-border transactions generally may be required to report any payments to or from a foreign country exceeding a certain amount to The National Tax Board, which receives the information on behalf of the Swedish Central Bank (Sw.Riksbanken). This requirement may apply even if you have a brokerage account with a foreign broker.

 

SWITZERLAND

 

Securities Law Notification

 

The grant of the Award  is considered a private offering and therefore is not subject to securities registration in Switzerland.

 

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UNITED KINGDOM

 

Securities Disclaimer

 

The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the UK.

 

This Award Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“ FSMA ”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan.  The Plan and the Award s are exclusively available in the UK to bona fide employees and former employees and any other UK Subsidiary.

 

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MongoDB Inc. — 2016 Equity Incentive Plan

 

Appendix for Israeli Participants

 

1.                                       GENERAL

 

1.1                                This appendix (the “ Appendix ”) shall apply only to Participants who are residents of the State of Israel upon the date of grant of the Stock Award, as defined below in Section 2, or who are deemed Israeli tax residents (collectively, “ Israeli Participants ”). The provisions specified hereunder shall form an integral part of the MongoDB Inc. 2016 Equity Incentive Plan (hereinafter the “Plan” ).

 

1.2                                This Appendix is adopted pursuant to Sections 2(b)(ii) and 2(b)(x) of the Plan and is to be read as a continuation of the Plan and modifies Stock Awards granted to Israeli Participants only to the extent necessary to comply with the requirements set by the Israeli law in general, and in particular, with the provisions of the Israeli Income Tax Ordinance [New Version] 1961, as may be amended or replaced from time to time. This Appendix does not add to or modify the Plan in respect of any other category of Participants.

 

1.3                                The Plan and this Appendix are complimentary to each other and shall be deemed as one. In the event of any conflict, whether explicit or implied, between the provisions of this Appendix and the Plan, the provisions set out in the Appendix shall prevail.

 

1.4                                Any capitalized term not specifically defined in this Appendix shall be construed according to the interpretation given to it in the Plan.

 

1.5                                This Appendix does not apply to any Stock Award which is settled in cash.

 

2.                                       DEFINITIONS

 

2.1                                102 Award ” means any Stock Award, provided it is settled in Common Stock, granted to an Approved Israeli Participant pursuant to Section 102 of the Ordinance.

 

2.2                                Approved Israeli Participant ” means an Israeli Participant who is an employee, director or an officer of an Israeli resident Subsidiary of the Company, excluding any Controlling Share Holder of the Company, provided that the Subsidiary is an Israeli resident company or otherwise meets the definition of an Employing Company under Section 102.

 



 

2.3                                “Capital Gain Award” or “CGA” means a Trustee 102 Award elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) and Section 102(b)(3) of the Ordinance.

 

2.4                                Controlling Share Holder ” shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

 

2.5                                ITA” means the Israeli Tax Authority.

 

2.6                                “Israeli Award Agreement” means the Stock Award Agreement between the Company and an Israeli Participant that sets out the terms and conditions of a Stock Award.

 

2.7                                Non-Trustee 102 Award ” means a 102 Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee.

 

2.8                                Ordinary Income Award” or “OIA ” means a Trustee 102 Award elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance.

 

2.9                                “Ordinance” means the Israeli Income Tax Ordinance [New Version] — 1961, as now in effect or as hereafter amended.

 

2.10                         “Section 102” means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or as hereafter amended.

 

2.11                         Tax ” means any applicable tax and other compulsory payments such as social security and health tax contributions under any applicable law.

 

2.12                         Trustee ” means any person or entity appointed by the Company or the Subsidiary to serve as a trustee and approved by the ITA, all in accordance with the provisions of Section 102(a) of the Ordinance, as may be replaced from time to time.

 

2.13                         “Trustee 102 Award ” means a 102 Award granted to an Approved Israeli Participant pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of an Approved Israeli Participant.

 

2.14                         “Unapproved Israeli Participant ” means an Israeli Participant who is not an Approved Israeli Participant, including a consultant or a Controlling Share Holder of the Company.

 


 

3.                                       ISSUANCE OF AWARDS

 

3.1                                The persons eligible for participation in the Plan as Israeli Participants shall include Approved Israeli Participants and Unapproved Israeli Participants, provided, however, that only Approved Israeli Participants may be granted 102 Awards.

 

3.2                                The Company may designate Stock Awards granted to Approved Israeli Participants pursuant to Section 102 as Trustee 102 Awards or Non-Trustee 102 Awards.

 

3.3                                The grant of Trustee 102 Awards shall be made under this Appendix and shall not be made until 30 days from the date the Plan has been submitted for approval by the ITA and shall be conditioned upon the approval of the Plan and this Appendix by the ITA.

 

3.4                                Trustee 102 Awards may either be classified as Capital Gain Awards (CGAs) or Ordinary Income Awards (OIAs).

 

3.5                                No Trustee 102 Award may be granted under this Appendix to any Approved Israeli Participant, unless and until the Company has filed with the ITA its election regarding the type of Trustee 102 Awards, whether CGAs or OIAs, that will be granted under the Plan and this Appendix (the “ Election ”). Such Election shall become effective beginning the first date of grant of a Trustee 102 Award under this Appendix and shall remain in effect at least until the end of the year following the year during which the Company first granted Trustee 102 Awards. The Election shall obligate the Company to grant only the type of Trustee 102 Award it has elected, and shall apply to all Israeli Participants who are granted Trustee 102 Awards during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, the Election shall not prevent the Company from granting Non-Trustee 102 Awards simultaneously.

 

3.6                                All Trustee 102 Awards must be held in trust by, or subject to the approval of the ITA, under the control or supervision of a Trustee, as described in Section 4 below.

 

3.7                                The designation of Non-Trustee 102 Awards and Trustee 102 Awards shall be subject to the terms and conditions set forth in Section 102.

 

3.8                                Stock Awards granted to Unapproved Israeli Participants shall be subject to tax according to the provisions of the Ordinance and shall not be subject to the Trustee arrangement detailed herein.

 



 

4.                                       TRUSTEE

 

4.1                                Trustee 102 Awards which shall be granted under this Appendix and/or any Common Stock allocated or issued upon grant, vesting or exercise of a Trustee 102 Award and/or other Common Stock received following any realization of rights under the Plan, shall be allocated or issued to the Trustee or controlled by the Trustee, for the benefit of the Approved Israeli Participants, in accordance with the provisions of Section 102. In the event that the requirements for Trustee 102 Awards are not met, the Trustee 102 Awards may be regarded as Non-Trustee 102 Awards or as Awards which are not subject to Section 102, all in accordance with the provisions of Section 102.

 

4.2                                With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall not sell or release from trust any Common Stock received upon the grant, vesting or exercise of a Trustee 102 Award and/or any Common Stock received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “ Holding Period ”). Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Participant.

 

4.3                                Notwithstanding anything to the contrary, the Trustee shall not release or sell any Common Stock allocated or issued upon grant, vesting or exercise of a Trustee 102 Award unless the Company, its Israeli Subsidiary and the Trustee are satisfied that the full amounts of Tax due have been paid or will be paid.

 

4.4                                Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of the Stock Award under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the Trustee.

 

5.                                       THE STOCK AWARDS

 

The terms and conditions upon which the Stock Awards shall be issued and exercised or vest, shall be specified in the Israeli Award Agreement to be executed pursuant to the Plan and to this Appendix.  Each Israeli Award Agreement shall state, inter alia , the number of Common Stock to which the Stock Award relates, the type of Stock Award granted thereunder ( i.e. , a CGA, OIA or Non-Trustee 102 Award or any Stock Award granted to Unapproved Israeli Participant), and any applicable vesting provisions and exercise price that may be payable. For the avoidance of doubt it is clarified that there is no obligation for uniformity of treatment of Israeli Participants and that the terms and conditions of Stock Awards need not be the same with respect to each Israeli Participant (whether or not such Israeli Participants are similarly situated).

 


 

6.                                       EXERCISE AND VESTING OF STOCK AWARDS

 

The grant, vesting and exercise of Stock Awards granted to Israeli Participants shall be subject to the terms and conditions and, with respect to exercise, the method, as may be determined by the Company (including the provisions of the Plan) and, when applicable, by the Trustee, in accordance with the requirements of Section 102.

 

7.                                       ASSIGNABILITY, DESIGNATION AND SALE OF STOCK AWARDS

 

7.1.                             Notwithstanding any other provision of the Plan (including sections 5(e) and 6(a)(iv) of the Plan), no Stock Award or any right with respect thereto, or purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral, or any right with respect to any Stock Award given to any third party whatsoever, and during the lifetime of the Israeli Participant, each and all of such Israeli Participant’s rights with respect to a Stock Award shall belong only to the Israeli Participant. Any such action made directly or indirectly, for an immediate or future validation, shall be void.

 

7.2                                As long as Stock Awards or Common Stock issued or purchased hereunder are held by the Trustee on behalf of the Israeli Participant, all rights of the Israeli Participant over the Common Stock cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution.

 

8.                                       INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S APPROVAL

 

8.1.                             With regard to Trustee 102 Awards, the provisions of the Plan and/or the Appendix and/or the Israeli Award Agreement shall be subject to the provisions of Section 102 and any approval issued by the ITA and the said provisions shall be deemed an integral part of the Plan, the Appendix and the Israeli Award Agreement.

 

8.2.                             Any provision of Section 102 and/or said approval issued by the ITA which must be complied with in order to receive and/or to maintain any tax Stock Award pursuant to Section 102, which is not expressly specified in the Plan, the Appendix or the Israeli Award Agreement, shall be considered binding upon the Company, any Israeli Subsidiary and the Israeli Participants.

 

9.                                       TAX CONSEQUENCES

 

9.1                                Any tax consequences arising from the grant, exercise, vesting or sale of any Stock Award, from the payment for or sale of Common Stock covered thereby or from any other event or act (of the Company, and/or its Subsidiaries, and the Trustee or the Israeli Participant), hereunder, shall be borne solely by the Israeli Participant. The Company and/or its Subsidiaries, and/or the Trustee shall

 



 

withhold Tax according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Participant agrees to indemnify the Company and/or its Subsidiaries and/or the Trustee and hold them harmless against and from any and all liability for any such Tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from any payment made to the Israeli Participant.

 

9.2                                The Company and/or, when applicable, the Trustee shall not be required to release any Stock Award or Common Stock to an Israeli Participant until all required Tax payments have been fully made.

 

9.3                                Approved Awards that do not comply with the requirements of Section 102 shall be considered Non-Approved 102 Awards or Awards subject to tax under Section 3(i) or 2 of the Ordinance.

 

9.4                                With respect to Non-Trustee 102 Awards, if the Israeli Participant ceases to be employed by the Company or any Subsidiary, or otherwise if so requested by the Company or the Subsidiary, the Israeli Participant shall extend to the Company and/or the Subsidiary a security or guarantee for the payment of Tax due at the time of sale of Common Stock, in accordance with the provisions of Section 102.

 

9.5         For avoidance of doubt, it is clarified that the tax treatment of any Stock Award granted under this Appendix is not guaranteed and, although Stock Awards may be granted under a certain tax route, they may become subject to a different tax route in the future.

 

10.                                TERM OF PLAN AND APPENDIX

 

Notwithstanding anything to the contrary in the Plan and in addition thereto, the Company shall obtain all approvals for the adoption of this Appendix or for any amendment to this Appendix as are necessary to comply with any Applicable Law, applicable to Stock Awards granted to Israeli Participants under this Appendix or with the Company’s incorporation documents.

 

11.                                ONE TIME AWARD

 

The Stock Awards and underlying Common Stock are extraordinary, one-time awards granted to the Participants, and are not and shall not be deemed a salary component for any purpose whatsoever, including in connection with calculating severance compensation under applicable law, nor shall receipt of an award entitle a Participant to any future Stock Awards.

 

* * * * *

 




Exhibit 10.3

 

MONGODB, INC.

 

2016 CHINA STOCK APPRECIATION RIGHTS PLAN

 

1.                                       ESTABLISHMENT, PURPOSE AND TERM OF PLAN .

 

1.1              Establishment .   The MongoDB, Inc. 2016 China Stock Appreciation Rights Plan (the “ Plan ”) is hereby established effective as of April 13, 2016.

 

1.2              Purpose .   The purpose of the Plan is to advance the interests of the Company by providing an incentive to attract, retain and reward persons performing services for the Company or an Affiliate and by motivating such persons to contribute to the growth and profitability of its China operations. (the “Company”).  The Plan is intended to accomplish this purpose by providing for the award to its Participants of certain rights, subject to the terms and conditions of the Plan and the Participant’s Award Agreement, to receive a cash payment determined by the value of the Stock.

 

1.3              Term of Plan.   The Plan shall continue in effect until its termination by the Board; provided, however, that all Awards shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is duly approved by the stockholders of the Company.

 

2.                                       DEFINITIONS AND CONSTRUCTION .

 

2.1              Definitions .  Whenever used herein, the following terms shall have the respective meanings set forth below:

 

(a)                “Affiliate” means (i) any corporation, partnership or other business entity which owns, directly or indirectly, voting equity securities possessing fifty percent (50%) or more of the total combined voting power of all classes of voting equity securities of the Company and (ii) any corporation, partnership or other business entity with respect to which voting equity securities possessing fifty percent (50%) or more of the total combined voting power of all classes of voting equity securities are owned, directly or indirectly, by the Company.

 

(b)                Award means an award of one or more Rights pursuant to the terms and conditions of the Plan and the Participant’s Award Agreement.

 

(c)                 “Board means the Board of Directors of the Company.  If one or more Committees have been appointed by the Board to administer the Plan, Board also means such Committee(s).

 

1



 

(d)                Award Agreement means a written agreement between the Company and a Participant setting forth the terms and conditions of an Award granted to the Participant.

 

(e)                 Cause means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, any of the following: (i) the Participant’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Participating Company documents or records; (ii) the Participant’s material failure to abide by a Participating Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Participant’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of a Participating Company (including, without limitation, the Participant’s improper use or disclosure of a Participating Company’s confidential or proprietary information); (iv) any intentional act by the Participant which has a material detrimental effect on a Participating Company’s reputation or business; (v) the Participant’s repeated failure or inability to perform any reasonable assigned duties after written notice from a Participating Company of, and a reasonable opportunity to cure, such failure or inability; (vi) any material breach by the Participant of any employment or service agreement between the Participant and a Participating Company, which breach is not cured pursuant to the terms of such agreement; or (vii) the Participant’s conviction of any criminal act involving fraud, dishonesty, misappropriation or moral turpitude, or which impairs the Participant’s ability to perform his or her duties with a Participating Company.

 

(f)                  “Change in Control” means, unless such term or an equivalent term is otherwise defined with respect to an Award by the Participant’s Award Agreement or written contract of employment or service, the occurrence of any of the following:

 

(i)                                            an Ownership Change Event or a series of related Ownership Change Events (collectively, a Transaction ) in which the stockholders of MongoDB, Inc. immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of MongoDB, Inc.’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of MongoDB, Inc. or, in the case of an Ownership Change Event described in Section 2.1(p)(iii), the entity to which the assets of MongoDB, Inc. were transferred (the Transferee ), as the case may be; or

 

(ii)                                         the liquidation or dissolution of MongoDB, Inc.

 

For purposes of the preceding sentence, 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 MongoDB Inc. or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities.  The board of directors of MongoDB, Inc. shall have the right to determine whether multiple sales or exchanges of the voting securities of MongoDB, Inc. or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

 

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(g)                 “Committee” means the compensation committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board.  Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

 

(h)                “Company” means MongoDB Inc.

 

(i)                    “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a Director) to a Participating Company.

 

(j)                   Director ” means a member of the Board or of the board of directors of any other Participating Company.

 

(k)                “Disability” means the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participant’s position with the Participating Company Group because of the sickness or injury of the Participant.

 

(l)                    “Employee” means any person treated as an employee (including an Officer or a Director who is also treated as an employee) in the records of a Participating Company; provided, however, that neither service as a Director nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.  The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be.  For purposes of an individual’s rights, if any, under the terms of the Plan as of the time of the Company’s determination of whether or not the individual is an Employee, all such determinations by the Company shall be final, binding and conclusive as to such rights, if any, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination as to such individual’s status as an Employee.

 

(m)            “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the board of directors of MongoDB, Inc. in its discretion, subject to the following:

 

(i)                                            If, on such date, the Stock is listed for at least six months  on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the average of the trailing six-month closing prices of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted such national or regional securities exchange or market system constituting the primary market for the Stock, as reported in such source as MongoDB, Inc. deems reliable.

 

(ii)                                         If, on such date, the Stock is not listed, or listed for less than six months, on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the board of directors of MongoDB, Inc. in good faith.

 

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(n)                “Grant Date” means the effective date of the grant of an Award as specified by the Board.

 

(o)                Officer ” means any person designated by the Board as an officer of the Company.

 

(p)                Ownership Change Event means the occurrence of any of the following with respect to the Company:  (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of MongoDB, Inc. of more than 50% of the voting stock of MongoDB, Inc.; (ii) a merger or consolidation in which MongoDB, Inc. is a party; or (iii) the sale, exchange, or transfer of more than 50%, by value, of the assets of MongoDB, Inc.

 

(q)                Parent Corporation means any present or future parent corporation of the Company.

 

(r)                   “Participant” means a person to whom an Award has been granted.

 

(s)                  “Participating Company” means the Company or any Affiliate.

 

(t)                   Participating Company Group ” means, at any point in time, all entities collectively which are then Participating Companies.

 

(u)                “Public Market” means a national or regional securities exchange or market system on which the Stock is listed or an over-the-counter market in which the Stock is traded, provided that prices therefor are published daily on business days in a recognized financial journal.

 

(v)                “Right” means a bookkeeping entry representing the right of a Participant to receive from the Company, in accordance with the terms of the Plan and the Participant’s Award Agreement, a payment in cash of an amount equal to the excess, if any, of the Fair Market Value determined as of the date on which the Right is exercised or deemed exercised over the Strike Price established by the Board and set forth in the Participant’s Award Agreement.

 

(w)              Service means, unless otherwise provided in a Participant’s Award Agreement, the Participant’s employment or service with a Participating Company, whether in the capacity of an Employee or a Consultant.  Except as otherwise provided in a Participant’s Award Agreement, the Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Participating Company or a change in the Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service.  Furthermore, an Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company.  Notwithstanding the foregoing, unless otherwise designated by the Board or required by law, a leave of absence shall not be treated as Service for purposes of determining Vesting under the Participant’s Award Agreement.  The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company.

 

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Subject to the foregoing, the Board, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

 

(x)                “Stock” means the Company’s Class A common stock.

 

(y)                “Strike Price” means an amount established by the Board with reference to one (1) share of Stock and set forth in a Participant’s Award Agreement as provided by Section 5.1.

 

(z)                 “Vest,” “Vested,” and “Vesting” means a nonforfeitable right earned by a Participant, through continued Service and/or the satisfaction of other conditions specified by the Board, to exercise the Award granted to such Participant at such time as the Award is exercisable in accordance with the terms of the Plan and the Award Agreement evidencing such Award.

 

2.2              Construction.   Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan.  Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.  Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

 

3.                                       ADMINISTRATION .

 

3.1              Administration by the Board.   The Plan shall be administered by the Board.  All questions of interpretation of the Plan or of any Award shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.

 

3.2              Authority of Officers.   Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer is properly authorized by the Board with respect to such matter, right, obligation, determination or election.

 

3.3              Powers of the Board .   In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion:

 

(a)                                              to determine the persons to whom, and the time or times at which, Awards shall be granted;

 

(b)                                              to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired upon the exercise thereof, including, without limitation, (i) the strike price of the Award, (ii) the method for satisfaction of any tax withholding obligation arising in connection with the Award (iii) the timing, terms and conditions of the exercisability of the Award or the vesting of the Award (v) the time of the expiration of the Award, (vi) the effect of the Participant’s termination of Service on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Award or such shares not inconsistent with the terms of the Plan;

 

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(c)                                               to approve one or more forms of Award Agreement;

 

(d)                                              to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired upon the exercise thereof;

 

(e)                                               to accelerate, continue, extend or defer the exercisability of any Award or the vesting of any shares acquired upon the exercise thereof, including with respect to the period following a Participant’s termination of Service;

 

(f)                                                to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Awards; and

 

(g)                                               to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Board may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law.

 

3.4              Indemnification.   In addition to such other rights of indemnification as they may have as members of the Board or officers or employees of the Participating Company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.

 

4.                                       ELIGIBILITY AND GRANT OF AWARDS .

 

4.1              Persons Eligible for Awards.   Awards may be granted only to Employees, Consultants and Directors.  Eligible persons may be granted more than one Award.

 

4.2              Participation.   Awards are granted solely at the discretion of the Board.  Eligible persons may be granted more than one Award.  However, eligibility in accordance

 

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with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.

 

5.                                       TERMS AND CONDITIONS OF AWARDS .

 

Awards shall be evidenced by Award Agreements specifying the number of Rights covered thereby, in such form as the Board shall from time to time establish.  No Award or purported Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement.  Award Agreements may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:

 

5.1              Strike Price.   The Strike Price shall be established by the Board and set forth in the Award Agreement evidencing an Award.  Unless otherwise specified by the Board in the grant of an Award, each Award shall have a Strike Price equal to one hundred percent (100%) of the Fair Market Value determined as of the Grant Date.

 

5.2              Vesting of Awards.   Subject to Section 5.4, each Award shall Vest at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board and set forth in the Award Agreement evidencing such Award.  The Vesting provisions of individual Awards may vary.  Notwithstanding the foregoing, it is anticipated that Vesting shall be Service-based.

 

5.3              Effect of Termination of Service .  Subject to earlier termination of the Award as otherwise provided by this Plan and unless a longer exercise period is provided by the Board in the grant of an Award and set forth in the Award Agreement, an Award shall terminate immediately upon the Participant’s termination of Service to the extent that it is then unvested and shall be immediately and automatically exercised upon the Participant’s termination of Service, subject to Section 5.4 and only to the extent it is then Vested only during the applicable time period determined in accordance with this Section and thereafter shall terminate provided, however, that notwithstanding any other provision of the Plan to the contrary, if the Participant’s Service with the Participating Company Group is terminated for Cause, the Award shall terminate and cease to be exercisable immediately upon such termination of Service.

 

5.4              Exercisability of Awards.   Unless otherwise determined by the Board in its sole discretion or as provided in Section 5.6, each Award shall be exercisable only to the extent that the Award is Vested at the time of exercise.

 

5.5              Procedure for Exercise of Awards.   Awards shall be exercised by written notice to the Company which must state the election to exercise the Award and the number of Vested Rights for which the Award is being exercised.  The written notice must be in the form approved by the Board, signed by the Participant and delivered in person, by certified or registered mail, return receipt requested, by confirmed facsimile transmission, or by such form of electronic transmission or other means as the Company may permit to an authorized representative of the Company, prior to the termination of the Award.  An Award shall be deemed exercised when the Company receives the written or electronic notice of exercise in

 

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the form required by the Board or on such future date as specified by the Participant in such notice and as permitted in accordance with Section 5.4.  An Award may not be exercised for less than one hundred (100) Rights at any one time or, if less, the number of Rights remaining subject to the Award.

 

5.6              Payment Upon Exercise or Deemed Exercise of Awards.   Upon the exercise of an Award, the Participant (or the Participant’s legal representative or other person who acquired the right to receive payment upon the exercise of the Award by reason of the Participant’s death) shall be entitled to receive payment of an amount for each Right with respect to which the Award is exercised equal to the excess, if any, of the Fair Market Value on the date of exercise of the Award over the Strike Price applicable to the Award.  Payment of such amount shall be made in cash (including a funds transfer) within thirty (30) days following the date of exercise of the Award or such other date as mutually agreed between the Participant and the Company.

 

5.7              Effect of Termination of Service for Cause.   If a Participant’s Service is terminated for Cause, the Participant’s Award, to the extent not exercised prior to the date of such termination, shall terminate and cease to be exercisable immediately upon such termination of Service, whether Vested or non-Vested.

 

6.                                       TAXES .

 

6.1              Tax Withholding.   The Company or its Affiliate shall have the right to withhold from payroll and from any and all amounts payable to a Participant pursuant to the Plan, or require the Participant to remit to the Company or its Affiliate, any and all taxes, if any, required by law to be withheld by a Participating Company with respect to any Award granted to such Participant including, without limitation PRC IIT,  income taxes and social insurances.

 

6.2              No Guarantee of Tax Consequences .  No person connected with the Plan in any capacity, including, but not limited to any Participating Company, their directors, officers, agents and employees, makes any representation, commitment, or guarantee that any tax treatment, including, but not limited to social insurance contributions, federal, state, local and foreign income, employment, estate and gift tax treatment, will be applicable with respect to amounts deferred under the Plan, or paid to or for the benefit of a Participant under the Plan, or that such tax treatment will apply to or be available to a Participant on account of participation in the Plan.

 

7.                                       AMENDMENT AND TERMINATION .

 

The Board may amend, suspend or terminate the Plan at any time.  However, subject to changes in applicable law, regulations or rules that would permit otherwise, without the approval of the Company’s stockholders, there shall be no amendment of the Plan that would require approval of the Company’s stockholders under any applicable law, regulation or rule, including the rules of any stock exchange or market system upon which the Stock may then be listed.  No amendment, suspension or termination of the Plan shall affect any then outstanding

 

8



 

Award unless expressly provided by the Board.  Except as provided by the next sentence, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant.  Notwithstanding any other provision of the Plan to the contrary, the Board may, in its sole and absolute discretion and without the consent of any participant, amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or rule applicable to the Plan.

 

8.                                       CHANGE IN CONTROL.

 

8.1                                Effect of Change in Control on Awards .

 

(a)                                  Accelerated Vesting .  The Board may, in its sole discretion, provide in any Award Agreement or, in the event of a Change in Control, may take such actions as it deems appropriate to provide for the acceleration of the exercisability and vesting in connection with such Change in Control of any or all outstanding Awards and shares acquired upon the exercise thereof upon such conditions, including termination of the Participant’s Service prior to, upon, or following such Change in Control, and to such extent as the Board shall determine.

 

(b)                                  Assumption or Substitution of Awards .  In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the Acquiror ), may, without the consent of any Participant, either assume or continue the Company’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award based upon the Acquiror’s stock.

 

(c)                                   Cash-Out of Awards.   The Board may, in its sole discretion and without the consent of any Participant, determine that, upon the occurrence of a Change in Control, each or any Award outstanding immediately prior to the Change in Control shall be canceled in exchange for a payment with respect to each vested Award (and each unvested Award, if so determined by the Board) of Stock subject to such canceled Award in cash which, in any such case, shall be in an amount having a Fair Market Value equal to the Fair Market Value of the consideration to be paid per share of Stock in the Change in Control over the strike price per share under such Award (the Spread ).  In the event such determination is made by the Board, the Spread (reduced by applicable withholding taxes, if any) shall be paid to Participants in respect of their canceled Awards as soon as practicable following the date of the Change in Control and in respect of the unvested portion of their canceled Awards in accordance with the vesting schedule applicable to such Awards as in effect prior to the Change in Control.

 

9.                                       MISCELLANEOUS .

 

9.1              Adjustments to Awards for Changes in Capital Structure.   In the event of any change in the Stock through merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off,

 

9



 

combination of shares, exchange of shares, dividend in kind or other like change in the capital structure of the Parent or distribution (other than normal cash dividends) to shareholders of the Parent, appropriate adjustments shall be made in the number of Rights subject to each Award, the class of shares to which a Right relates, and in each applicable Fair Market Value in order to prevent dilution or enlargement of a Participant’s rights under the Plan.  Any fractional Right resulting from an adjustment pursuant to this Section shall be rounded to the nearest whole number.  Such adjustments shall be determined by the Board, and its determination shall be final, binding and conclusive.

 

9.2              Other Provisions .  Any Award granted under the Plan may also be subject to such other provisions (whether or not applicable to any Award granted to any other Participant) as the Board determines to be appropriate, including, without limitation, to comply with federal, state and foreign securities laws, or understandings or conditions as to the Participant’s employment or service in addition to those specifically provided for under the Plan.

 

9.3              Nontransferability of Awards.   Prior to payment in settlement of the Award, an Award granted to a Participant shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except by will or by the laws of descent and distribution.  Awards shall be exercisable, during the Participant’s lifetime, only by the Participant.

 

9.4              Beneficiary Designation.   Each Participant may name, from time to time, a beneficiary to whom any benefit under the Plan is to be paid in case of such Participant’s death before he or she receives any or all of such benefit.  If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse.  Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime.  In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.

 

9.5              No Right, Title, or Interest in Assets of the Company .  Participants shall have no right, title, or interest whatsoever in any assets of the Company or to any investments which the Company may make to aid it in meeting its obligations under the Plan.  Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal representative or any other person.  To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.  All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

 

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9.6              No Right to Continued Service or to Award Grant .  The Participant’s rights, if any, to continue to serve the Company as an employee, officer, director, independent contractor or otherwise, shall not be enlarged or otherwise affected by his or her designation as a Participant under the Plan, and, except as provided in a separate, written agreement between the Participant and the Participating Company employing or engaging the Participant, such Participating Company reserves the right to terminate the Service of any Participant at any time, subject to applicable laws.  The adoption of the Plan shall not be deemed to give any person any right to be selected as a Participant or to be granted an Award.

 

9.7              No Rights as a Shareholder.   Nothing in the Plan or any Award Agreement shall confer upon any Participant any rights as a member of the Company or as a shareholder of the Parent.

 

9.8              Awards Subject to Domestic and Foreign Laws .  The Board may grant Awards to Participants who are subject to the tax, securities and other laws of nations other than the China on terms and conditions as determined by the Board as necessary to comply with applicable foreign laws.  The Board may take any action which it deems advisable to obtain approval of such Awards by the appropriate foreign governmental entity; provided, however, that no such Awards may be granted pursuant to this Section 9.8 and no action may be taken which would result in a violation of any applicable law.

 

9.9              Binding Effect.   Subject to the restrictions on transfer set forth herein, the terms of the Plan and a Participant’s Award Agreement shall inure to the benefit of and be binding upon the Company, the Participant and their respective heirs, executors, administrators, successors and assigns.  The terms of the Plan and a Participant’s Award Agreement shall supersede all prior arrangements, whether written or oral, and understandings regarding the subject matter of the Plan and such Award Agreement.

 

9.10       Notices.   Any notice required or permitted under the Plan or any Award Agreement shall be given in writing and shall be deemed effectively given upon personal delivery or by registered or certified mail, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature on the Award Agreement or at such other address as such party may designate in writing from time to time to the other party.

 

9.11       Other Benefits .  No Award granted under the Plan or income recognized by a Participant upon the exercise of an Award shall be considered compensation for purposes of computing benefits under any present or future retirement or other compensation or benefit plan of any Participating Company or any affiliate thereof nor affect any benefits or compensation under any such plan.

 

9.12       Governing Law.   The validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the People’s Republic of China.

 

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IN WITNESS WHEREOF, the undersigned representative of the Board of the Company certifies that the foregoing sets forth the MongoDB, Inc. 2016 China Stock Appreciation Rights Plan as duly adopted by the Board on April 13, 2016 and amended on October 4, 2017.

 

 

 

/s/ Kevin P. Ryan

 

Representative of the Board

 

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STANDARD FORM OF

 

STOCK APPRECIATION RIGHTS AGREEMENT

 

UNDER THE

 

MONGODB

 

2016 CHINA STOCK APPRECIATION RIGHTS PLAN

 


 

MONGODB, INC.

CHINA STOCK APPRECIATION RIGHTS

AWARD AGREEMENT

 

You have been granted an award of Stock Appreciation Rights (the “ Award ”) pursuant to the MongoDB, Inc. 2016 China Stock Appreciation Rights Plan (the “ Plan ”), as follows:

 

Participant:

 

[First Name Last Name]

 

 

 

Grant Date:

 

[Date of Grant]

 

 

 

Vesting Start Date:

 

[Vesting Start Date]

 

 

 

Number of Rights:

 

[Options Granted]

 

 

 

Strike Price:

 

US$[Exercise Price]

 

 

 

Value per Right:

 

The value of each Right covered by this Award that you may become entitled to receive upon exercise will be equal to the excess, if any, of the Fair Market Value as of the date of exercise over the Strike Price.

 

 

 

Vesting:

 

Except as otherwise provided by the Plan, the Award will vest as follows:

 

A.   1/4 of the Number of Rights will vest on the first anniversary of the Vesting Start Date, provided your Service has not terminated prior to such date.

 

B.   1/48 of the Number of Rights will vest for each full month of your continuous Service from the first anniversary of the Vesting Start Date until the Award is fully vested.

 

 

 

Term of Award:

 

In accordance with the terms of Plan, the Award, if and to the extent unvested will terminate on the first to occur of the following:

 

·                   immediately on the date your Service terminates; or

 

·                   the 10th anniversary of the Grant Date.

 

In accordance with the terms of Plan, the Award, if and to the extent vested:

 

·                   will terminate immediately on the date your Service terminates for Cause;

 

·                   if your Service terminates for any reason other than Cause will immediately and automatically exercise upon the

 



 

 

 

date your Service; or

 

·                   will terminate or on the 10th anniversary of the Grant Date.

 

You will be eligible to exercise the Award prior to its termination for Vested Rights by means of the Exercise Notice attached as Exhibit A and to receive payment of the value of such Rights in accordance with the terms of the Plan, subject to applicable tax and social insurance withholding.

 

Unless otherwise defined in this Stock Appreciation Rights Agreement, capitalized terms have the meanings assigned to them by the Plan.

 

The Company and its Affiliate shall assess tax, including PRC IIT and social insurance contribution liability and requirements in connection with your participation in the Plan, including, without limitation, Chinese income tax liability and social insurance contribution liability associated with the grant or exercise of the Award (the “Tax Liability”).  These requirements may change from time to time as laws or interpretations change.  Regardless of the Company’s or any Affiliate’s  actions in this regard, you hereby acknowledge and agrees that the Tax Liability shall be your ultimate responsibility and liability.  You agree as a condition of your participation in the Plan to make arrangements satisfactory to the Company and its Affiliate to enable it to satisfy all withholding, payment and/or collection requirements associated with the satisfaction of the Tax Liability, including authorizing the Company or the Affiliate to withhold all applicable amounts from your wages or other cash compensation due to you, in accordance with any requirements under the laws, rules, and regulations of the country of which you are a resident.  Furthermore, you agree to pay the Company or the Affiliate any amount the Company or any Participating Company may be required to withhold, collect or pay as a result of your participation in the Plan or that cannot be satisfied by deduction from your wages or other cash compensation paid to you by the Company or the Affiliate.

 

You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of you personal data by and among, as applicable, the Company and any Affiliate  for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company and its Affiliates may hold certain personal information about you including, but not limited to your name, home address and telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, and the details of the Award  for the purpose of implementing, administering and managing your participation in the Plan (the “Data”).  You understand that the Data may be transferred to the Company or any Affiliates, or to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than your country.  You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human

 



 

resources representative.  You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of the Award  under the Plan.  Furthermore, you acknowledge and understand that the transfer of the Data to the Company or Affiliates or to any third parties is necessary for your participation in the Plan.  You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan.  You understand that you may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting your local human resources representative in writing.  You further acknowledge that withdrawal of consent may affect your ability to vest in, exercise or realize benefits from the Award, and your ability to participate in the Plan.  For more information on the consequences of refusal to consent or withdrawal of consent, you understands that you may contact your local human resources representative.

 

Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or any Affiliate to, subject to applicable law, terminate your employment or consulting contract at any time, nor confer upon you the right to continue in the employ of or as an officer of or as a consultant to the Company or any Affiliate.  In addition, you acknowledge and agree to the following: (i) the Plan is discretionary in nature and the Company may amend, suspend, or terminate it at any time; (ii) the grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of the Award even if the Award has been granted repeatedly in the past; (iii) all determinations with respect to such future Awards, if any, including but not limited to, the times when the Awards shall be granted or when the Awards shall vest, will be at the sole discretion of the Board; (iv) your participation in the Plan is voluntary; (v) the value of the Awards is an extraordinary item of compensation, which is outside the scope of your employment contract (if any), except as may otherwise be explicitly provided in your employment contract (if any); (vi) the Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating termination, severance, resignation, redundancy, end of service, or similar payments, or bonuses, long-service awards, pension or retirement benefits; (vii) the future Fair Market Value of the Stock is unknown and cannot be predicted with certainty; (viii) no claim or entitlement to compensation or damages arises from the termination of the Award or diminution in value of the Award and you irrevocably release the Company and its Affiliates from any such claim that may arise; and (ix) neither the Plan nor the Award shall be construed to create an employment relationship where any employment relationship did not otherwise already exist.

 

By your signature below, you and the Company agree that the Award is governed by this Award Agreement and by the terms and conditions of the Plan attached as Exhibit B and made a part of this Agreement.  You hereby acknowledge receipt of a copy of the Exhibits attached to this Agreement, and you represent that you have read and are familiar with their provisions and hereby accept the Award subject to all of their terms and conditions.

 



 

MONGODB, INC.

 

[First Name Last Name] (PARTICIPANT)

 

 

 

 

 

 

By:

 

 

 

 

 

 

 

 

 

Signature

 

 

 

 

Title:

General Counsel

 

 

 

 

 

Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Address

 

ATTACHMENTS:

 

Exhibit A:  Exercise Notice

Exhibit B:  MongoDB, Inc. 2016 China Stock Appreciation Rights Plan

 



 

EXHIBIT A

 

 

Participant:

 

 

 

 

 

Date:

 

 

STOCK APPRECIATION RIGHTS

EXERCISE NOTICE

 

MongoDB, Inc.

Attention: Stock Admin

 

Ladies and Gentlemen:

 

1.                                       Exercise of Award .  I was granted an Award under the MongoDB, Inc. 2016 China Stock Appreciation Rights Plan (the Plan ) and my Stock Appreciation Rights Agreement dated [Date of Grant] (the Agreement ).  I hereby elect to exercise the Award, effective on the Exercise Date set forth below, as to a total of                  Rights under Grant Number       all of which are Vested in accordance with the Agreement and the Plan.

 

2.                                       Exercise Date .  The Exercise Date on which this notice is to be effective is                     .  (Note to Participant: the Exercise Date must be six months after the establishment of a Public Market for the Stock, in accordance with the terms of the Plan,  and in either case may not be earlier than the date of this notice or later than the date of termination of the Award, as set forth in the Agreement.)

 

I understand that my exercise of the Award is subject to all of the terms and conditions of the Agreement and the Plan, copies of which I have received and read.

 

 

Very truly yours,

 

 

 

 

 

 

 

(Signature)

Receipt of the above is hereby acknowledged.

 

MongoDB, Inc.

 

By:

 

 

 

 

 

Title:

 

 

 

 

 

Dated:

 

 

 



 

EXHIBIT B

 

MONGODB, INC.

 

2016 CHINA STOCK APPRECIATION RIGHTS PLAN

 




Exhibit 10.4

 

MONGODB, INC.

 

2017 EMPLOYEE STOCK PURCHASE PLAN

 

ADOPTED BY THE BOARD OF DIRECTORS: OCTOBER 4, 2017
APPROVED BY THE STOCKHOLDERS:  OCTOBER 5, 2017

 

1.                                       GENERAL; PURPOSE.

 

(a)                                  The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.

 

(b)                                  The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations and Affiliates.

 

(c)                                   The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan), and the Company will designate which Designated Company is participating in each separate Offering.

 

2.                                       ADMINISTRATION.

 

(a)                                  The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).

 

(b)                                  The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

 

(i)                                     To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be identical).

 

(ii)                                 To designate from time to time which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423 Corporations or as Designated Non-423 Corporations, which Affiliates may be excluded from participation in the Plan, and which Designated Companies will participate in each separate Offering (to the extent that the Company makes separate Offerings).

 

(iii)                             To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may

 

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correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.

 

(iv)                              To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.

 

(v)                                  To suspend or terminate the Plan at any time as provided in Section 12.

 

(vi)                              To amend the Plan at any time as provided in Section 12.

 

(vii)                          Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of the Company, its Related Corporations, and Affiliates and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan.

 

(viii)                      To adopt such rules, procedures and sub-plans relating to the operation and administration of the Plan as are necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States. Without limiting the generality of, but consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans, which, for purposes of the Non-423 Component, may be beyond the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements.

 

(c)                                   The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

 

(d)                                  All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

 

3.                                       SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

 

(a)                                  Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed 995,000 shares of Common Stock, plus the number of shares of Common Stock that are automatically added commencing on February 1 of each year for a period of up to ten years, commencing on February 1 in the calendar year following the calendar year in which the IPO Date occurs and ending on (and including) February 1, 2027, in an amount equal to the lesser of (i) 1% of the total number of shares of Capital Stock outstanding on the last day of the fiscal year prior to the date of such automatic increase, and (ii) 995,000

 

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shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any fiscal year to provide that there will be no February 1st increase in the share reserve for such fiscal year or that the increase in the share reserve for such fiscal year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.

 

(b)                                  If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan.

 

(c)                                   The stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.

 

4.                                       GRANT OF PURCHASE RIGHTS; OFFERING.

 

(a)                                  The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem appropriate, and, with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering will be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the Offering Document or otherwise) the period during which the Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

 

(b)                                  If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.

 

(c)                                   The Board will have the discretion to structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.

 

5.                                       ELIGIBILITY.

 

(a)                                  Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company, a Related Corporation, or an Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Board may provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s customary employment with the Company, the Related Corporation, or the Affiliate, as applicable, is more than 20 hours per week and more than

 

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five months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code.

 

(b)                                  The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:

 

(i)                                     the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;

 

(ii)                                 the period of the Offering with respect to such Purchase Right will begin on its Offering Date and end coincident with the end of such Offering; and

 

(iii)                             the Board may provide that if such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.

 

(c)                                   No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.

 

(d)                                  As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations or Affiliates, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation or Affiliates to accrue at a rate which, when aggregated, exceeds U.S. $25,000 of the Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.

 

(e)                                   Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate.

 

6.                                       PURCHASE RIGHTS; PURCHASE PRICE.

 

(a)                                  On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase up to that number of shares of Common Stock (rounded down to the nearest whole share) purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not exceeding 15% of such Employee’s earnings (as defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.

 

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(b)                                  The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering.

 

(c)                                   In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering, and (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable on exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock (rounded down to the nearest whole share) available will be made in as nearly a uniform manner as will be practicable and equitable.

 

(d)                                  The purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:

 

(i)                                     an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or

 

(ii)                                 an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date.

 

7.                                       PARTICIPATION; WITHDRAWAL; TERMINATION.

 

(a)                                  An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company or any third party designated by the Company (each, a “ Company Designee ”). The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable laws or regulations require that Contributions be deposited with a Company Designee or otherwise be segregated. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under applicable laws or regulations or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through a payment by cash, check, or wire transfer prior to a Purchase Date, in a manner directed by the Company or a Company Designee.

 

(b)                                  During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company or a Company Designee a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. On such withdrawal, such Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering will then terminate. A Participant’s withdrawal from that Offering will have no effect on his or her eligibility to participate in

 

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any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate in subsequent Offerings.

 

(c)                                   Purchase Rights granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason, or (ii) is otherwise no longer eligible to participate. As soon as practicable, the Company will distribute to such individual all of his or her accumulated but unused Contributions.

 

(d)                                  During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10.

 

(e)                                   Unless otherwise specified in the Offering, the Company will have no obligation to pay interest on Contributions.

 

8.                                       EXERCISE OF PURCHASE RIGHTS.

 

(a)                                  On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock (rounded down to the nearest whole share), up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.

 

(b)                                  Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common Stock on a Purchase Date in an Offering, then such remaining amount will be distributed to such Participant as soon as practicable after the applicable Purchase Date, without interest.

 

(c)                                   No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued on such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign and other securities, exchange control, and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in material compliance, except that the Purchase Date will in no event be more than 6 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is not in material compliance with all applicable laws or regulations, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed as soon as practicable to the Participants without interest.

 

9.                                       COVENANTS OF THE COMPANY.

 

The Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company determines, in its sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any

 

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liability for failure to grant Purchase Rights or to issue and sell Common Stock on exercise of such Purchase Rights.

 

10.                                DESIGNATION OF BENEFICIARY.

 

(a)                                  The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock or Contributions from the Participant’s account under the Plan if the Participant dies before such shares or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation or change must be on a form approved by the Company or as approved by the Company for use by a Company Designee.

 

(b)                                  If a Participant dies, in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and Contributions, without interest, to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

 

11.                                ADJUSTMENTS ON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.

 

(a)                                  In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding, and conclusive.

 

(b)                                  In the event of a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock (rounded down to the nearest whole share) within ten business days prior to the Corporate Transaction under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.

 

12.                                AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.

 

(a)                                  The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable laws, regulations or listing requirements, including any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of

 

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(i) through (v) above only to the extent stockholder approval is required by applicable laws, regulations, or listing requirements.

 

(b)                                  The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is suspended or after it is terminated.

 

(c)                                   Any benefits, privileges, entitlements, and obligations under any outstanding Purchase Rights granted before an amendment, suspension, or termination of the Plan will not be materially impaired by any such amendment, suspension, or termination except (i) with the consent of the person to whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the date the Plan is adopted by the Board, or (iii) as necessary to obtain or maintain any special tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right or the 423 Component complies with the requirements of Section 423 of the Code.

 

13.                                SECTION 409A OF THE CODE; TAX QUALIFICATION.

 

(a)                                  Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code under U.S. Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b) below, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term deferral period. Subject to Section 13(b) below, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement, or deferral thereof is subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled, or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding the foregoing, the Company will have no liability to a Participant or any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto.

 

(b)                                  Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States, or (ii) avoid adverse tax treatment ( e.g. , under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 13(a) above. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

 

14.                                EFFECTIVE DATE OF PLAN.

 

The Plan will become effective immediately prior to and contingent on the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the

 

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Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board.

 

15.                                MISCELLANEOUS PROVISIONS.

 

(a)                                  Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.

 

(b)                                  A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired on exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent).

 

(c)                                   The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at-will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company, a Related Corporation, or an Affiliate, or on the part of the Company, a Related Corporation, or an Affiliate to continue the employment of a Participant.

 

(d)                                  The provisions of the Plan will be governed by the laws of the State of Delaware without resort to that state’s conflicts of laws rules.

 

(e)                                   If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted.

 

(f)                                    If any provision of the Plan does not comply with applicable law or regulations, such provision will be construed in such a manner as to comply with applicable law or regulations.

 

16.                                DEFINITIONS.

 

As used in the Plan, the following definitions will apply to the capitalized terms indicated below:

 

(a)                                  423 Component ” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

 

(b)                                  Affiliate ” means any entity, other than a Related Corporation, in which the Company has an equity or other ownership interest or that is directly or indirectly controlled by, controls, or is under common control with the Company, in all cases, as determined by the Board, whether now or hereafter existing.

 

(c)                                   Board ” means the Board of Directors of the Company.

 

(d)                                  Capital Stock ” means each and every class of common stock of the Company, regardless of the number of votes per share.

 

(e)                                   Capitalization Adjustment ” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other

 

9



 

than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

 

(f)                                    Code ” means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder .

 

(g)                                  Committee ” means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c).

 

(h)                                  Common Stock ” means, as of the IPO Date, the Class A Common Stock of the Company.

 

(i)                                     Company ” means MongoDB, Inc., a Delaware corporation.

 

(j)                                     “Contributions ” means the payroll deductions or other payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already contributed the maximum permitted amount of payroll deductions and other payments during the Offering.

 

(k)                                  Corporate Transaction ” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:

 

(i)                                     a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;

 

(ii)                                 a sale or other disposition of more than fifty percent (50%) of the outstanding securities of the Company;

 

(iii)                             a merger, consolidation, or similar transaction following which the Company is not the surviving corporation; or

 

(iv)                              a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.

 

(l)                                     Designated 423 Corporation ” means any Related Corporation selected by the Board as participating in the 423 Component.

 

(m)                              Designated Company ” means any Designated Non-423 Corporation or Designated 423 Corporation, provided, however, that at any given time, a Related Corporation participating in the 423 Component will not be a Related Corporation participating in the Non-423 Component.

 

(n)                                  Designated Non-423 Corporation ” means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component.

 

10


 

(o)                                  Director ” means a member of the Board.

 

(p)                                  Eligible Employee ” means an Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.

 

(q)                                  Employee ” means any person, including an Officer or Director, who is treated as an employee in the records of the Company or a Related Corporation (including an Affiliate). However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

 

(r)                                   Employee Stock Purchase Plan ” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code.

 

(s)                                    Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder.

 

(t)                                     Fair Market Value ” means, as of any date, the value of the Common Stock determined as follows:

 

(i)                                     If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists.

 

(ii)                                 In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in compliance with applicable laws and regulations and in a manner that complies with Sections 409A of the Code.

 

(iii)                             Notwithstanding the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering Date will be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in the final prospectus for that initial public offering.

 

(u)                                  IPO Date ” means the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.

 

(v)                                  Non-423 Component ” means the part of the Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees.

 

(w)                                Offering ” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “ Offering Document ” approved by the Board for that Offering.

 

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(x)                                  Offering Date ” means a date selected by the Board for an Offering to commence.

 

(y)                                  Officer ” means a person who is an officer of the Company or a Related Corporation or Affiliate within the meaning of Section 16 of the Exchange Act.

 

(z)                                   Participant ” means an Eligible Employee who holds an outstanding Purchase Right.

 

(aa)                           Plan ” means this MongoDB, Inc. 2017 Employee Stock Purchase Plan, including both the 423 Component and the Non-423 Component, as amended from time to time.

 

(bb)                           Purchase Date ” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.

 

(cc)                             Purchase Period ” means a period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.

 

(dd)                           Purchase Right ” means an option to purchase shares of Common Stock granted pursuant to the Plan.

 

(ee)                             Related Corporation ” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.

 

(ff)                               Securities Act ” means the U.S. Securities Act of 1933, as amended.

 

(gg)                           Trading Day ” means any day on which the exchange or market on which shares of Common Stock are listed, including but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, or any successors thereto, is open for trading.

 

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Exhibit 10.6

 

 

September 29, 2017

 

Dev Ittycheria

[via email]

 

Dear Dev,

 

As you know, you are currently employed by MongoDB, Inc. (the “Company”) as its President and Chief Executive Officer pursuant to the terms of an offer letter from the Company dated July 29, 2014 (the “Offer Letter”).  As discussed, you and the Company hereby agree to amend and restate the Offer Letter.  The terms and conditions set forth in this offer letter agreement (the “Agreement”) will become effective as of the effective date of the Company’s initial public offering and will supersede and replace the terms and conditions set forth in the Offer Letter.

 

In your position as President and Chief Executive Officer, you will continue to be based in our New York office reporting to the Company’s Board of Directors (the “Board”).

 

Base Salary

 

You will remain employed as a full-time salaried employee, compensated at the rate of $16,666.67 per semi-monthly pay period ($400,000 annually). Currently, the Company’s regular pay dates are the 15th and last day of each calendar month. If a pay date falls on a weekend or Federal/bank holiday, then the pay date will be on the previous business day. Said salary will be paid in accordance with the Company’s normal payroll practices as may exist from time to time and is subject to required and voluntary withholdings.

 

Bonus

 

In addition to your base salary, during your employment as President and Chief Executive Officer, you will continue to be eligible for an annual bonus with a target of $200,000 per annum paid semi-annually, and which will be based on achievement of individual and Company performance goals to be determined by the Company in its sole discretion.  Bonus is subject to required and voluntary withholdings and paid according to Company payroll practices. You must be employed on the bonus payment date to be eligible for the bonus payment.

 

Equity

 

You have previously been granted certain stock options which will continue to be governed by the terms of the applicable equity incentive plan and award agreements, including, in particular, the Amendment to Notice of Stock Option Grant, dated April 13, 2016, between you and the Company. Eligibility for any future equity awards will be subject to the discretion of the Board.

 

Termination

 

Except as provided below, if you resign or the Company terminates your employment, or upon your death or disability, then (i) you will no longer vest in any equity awards, (ii) all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and (iii) you will not be entitled to any severance benefits.  In addition, you will resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

In the event your employment with the Company is terminated by the Company without Cause (and other than as result of death or disability) or due to your resignation for Good Reason (collectively, an “Involuntary Termination”), then provided such Involuntary Termination constitutes a “separation from service” (as defined under Treasury

 

 



 

Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that you remain in compliance with the terms of this Agreement, the Company will provide you with the following severance benefits (collectively, the “Severance Benefits”): (a) an amount equal to twelve (12) months of your then-current base salary to be paid in equal installments on the Company’s normal payroll schedule over the twelve (12) month period immediately following the date of Separation from Service; and (b) provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on your Separation from Service date and ending on the earliest to occur of: (i) twelve (12) months following your Separation from Service; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination.  In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event.  Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to you a taxable monthly payment 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 date of your employment termination (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made on the last day of each month regardless of whether you elect COBRA continuation coverage and will end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 12 th  calendar month following your Separation from Service date.

 

If your Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan), or within 3 months prior to or within twelve (12) months following the closing of a Change in Control, and such termination qualifies as a Separation from Service, and provided that you remain in compliance with the terms of this Agreement, then  you will be entitled to the Severance Benefits provided for above, and the following additional benefits: (a) an amount equal to twelve (12) months of your then-current annual target bonus to be paid in equal installments on the Company’s normal payroll schedule over the twelve (12) month period immediately following the date of Separation from Service; (b) 100% of all of your then-outstanding time-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of your date of Separation from Service; and (c) your then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of your target performance rate or actual performance as of your date of Separation from Service (collectively, the “Change in Control Severance Benefits”).

 

The receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, provided above will be subject to you signing and not revoking a separation agreement and release of claims in a form similar to that attached hereto as Exhibit A (as amended to reflect the reason for the separation and any changes to the law) (the “Separation Agreement”) within the time period set forth therein, which will not exceed 50 days from the date of your Separation from Service (the “Release Period”).  No Severance Benefits or Change in Control Severance Benefits, as applicable, will be paid or provided until the Separation Agreement becomes effective.  If the Release Period described in the preceding sentence spans two calendar years, then payment of the Severance Benefits or the Change in Control Severance Benefits, as applicable, will in any event commence in the second calendar year.  You will also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

For purposes of this Agreement, “Cause” will mean termination based upon (i) your willful failure to follow lawful directions communicated to you by the Board or otherwise to perform your duties to the Company; (ii) the willful or intentional engaging by you in conduct which is injurious to the Company or its reputation, business or business relationships, monetarily or otherwise; (iii) your commission of an act of fraud, misappropriation or embezzlement with respect to the Company or the Company’s business; (iv) your conviction of, or a plea of guilty or nolo contendere to, a felony or a crime of moral turpitude (meaning an extreme departure from ordinary standards of honesty, good morals,

 



 

justice or ethics as to be shocking in the moral sense of community); (v) your habitual drunkenness or use of illegal substances; (vi) a material breach by you of your obligations under this Agreement, including (without limitation) your obligations specified in your Employee Invention Assignment Agreement, Confidentiality and Arbitration Agreement that is not cured (to the extent curable) within 15 days of the Company providing written notice of such material breach; or (vii) your commission of an act of gross neglect or gross misconduct in connection with the performance of your duties.

 

For purposes of this Agreement, “Good Reason” means the occurrence of one of the following events without your written consent: (i) a material diminution by the Company in your title or the nature or scope of your responsibilities, duties or authority with the Company, it being specified that no longer holding the office of Chief Executive Officer of a publicly traded company will be considered a material diminution in responsibilities under this clause (i), (ii) a material reduction of your base salary, (iii) a relocation of your principal place of employment that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment prior to such relocation (it being understood that you are expected to spend material amounts of time in the Company’s other offices as part of your duties hereunder), or (iv) failure by the Company to ensure that a successor entity assumes this Agreement; provided, however, that to resign for Good Reason, you must (1) provide written notice to the Company’s General Counsel within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured with such period, your resignation from all positions you then hold with the Company is effective not later than 60 days after the expiration of the cure period.

 

Benefits

 

As a regular full-time employee, you will continue to be eligible to participate in Company-sponsored medical, dental, vision, life insurance, short and long-term disability plans. The Company may discontinue or modify any such plans, programs or practices at any time, with or without notice.

 

Section 280G

 

If any payment or benefit (including payments and benefits pursuant to this Agreement) that you would receive from the Company or otherwise in connection with a Change in Control (the  “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company will cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”).  For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company will cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes).  If a Reduced Payment is made, (x) you will have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit to you as determined in this paragraph.  If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon you and the Company for all purposes.  For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  You and the Company will furnish to the Accountants such information and documents as the Accountants

 



 

may reasonably request in order to make a determination under this section.  The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code.

 

Section 409A

 

It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (“Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.  For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment.  Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation.  Upon the first business day following the expiration of such time period, all payments deferred pursuant to this section will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred.

 

Arbitration

 

You and the Company have previously executed the Company’s standard arbitration agreement that is contained in your Employee Invention Assignment, Confidentiality and Arbitration Agreement (the “Arbitration Agreement”), which agreement remains in full force and effect.  You acknowledge and agree to all of the Company’s policies in effect during your employment with Company, including, but not limited to, the policies found in the MongoDB Employee Handbook and the Arbitration Agreement.

 

At Will Employment

 

Your employment relationship with the Company is “at-will.” That means you are free, at any time, for any reason, to end your employment with the Company and that the Company may do the same. Our agreement regarding employment-at-will may not be changed, except specifically in writing signed by the Board and you.

 



 

We look forward to your continued contributions to the growth and success of MongoDB over the coming years.

 

Sincerely,

 

 

/s/ Kirsten Rowland

 

September 29, 2017

Kirsten Rowland

 

Date

Vice President of People

 

 

 

 

I hereby acknowledge my acceptance of continued employment with MongoDB pursuant to the terms and conditions contained in this Agreement.

 

/s/ Dev Ittycheria

 

September 29, 2017

Dev Ittycheria

 

Date

 



 

Exhibit A

 

[Month]   , 201

 

Dev Ittycheria

 

Re:                              Terms of [Resignation or Separation]

 

This letter confirms the agreement (“Agreement”) between you and MongoDB, Inc. (the “Company”) concerning the terms of your [resignation or separation] and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

 

1.             [ Resignation or Separation] Date :                  is your last day of employment with the Company (the “ [Resignation or Separation] Date”).

 

2.             Acknowledgment of Payment of Wages :  On the next regularly scheduled pay day following the Separation Date, the Company will pay you an amount that represents all of your salary earned through the Separation Date. Per the Company’s flexible time off program, paid time off is not accrued and is therefore not paid out upon separation from the Company. You acknowledge that, prior to the execution of this Agreement, you were not entitled to receive any additional money from the Company, and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement.

 

3.             Separation Compensation :  In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the [Severance Benefits / Change in Control Severance Benefits] (as defined in the Offer Letter, dated as of September 29, 2017, between you and the Company).

 

By signing below, you acknowledge that you are receiving the separation compensation outlined in this paragraph in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation .

 

4.             Return of Company Property :  You hereby warrant to the Company that you have returned to the Company all property or data of the Company of any type whatsoever that has been in your possession or control.

 

5.             Proprietary Information :  You hereby acknowledge that you are bound by the attached Employee Invention Assignment, Confidentiality and Arbitration Agreement ( Exhibit A hereto) and that as a result of your employment with the Company you have

 



 

had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not make use of such Proprietary Information on behalf of anyone.  You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Proprietary Information and that you have not taken with you any such documents or data or any reproduction thereof.

 

6.             [Stock Options : Pursuant to your Stock Option Agreement[s] with the Company  dated        and the Company’s [2008 / 2016] Equity Incentive Plan (hereafter collectively referred to as the “Stock Option Agreements”), you were granted option[s] to purchase an aggregate of         shares of the Company’s common stock (the “Option”).  The Option[s] [has / have] vested as to       shares (the “Vested Shares”) and remains unvested as to          shares (the “Unvested Shares”). You have exercised        of the Vested Shares leaving       unexercised Vested Shares (the “Unexercised Vested Shares”). Because your employment is terminating on the [Resignation or Separation Date] , none of the Unvested Shares can ever vest. Your rights concerning the Option will continue to be governed by the Stock Option Agreements. Per the Stock Option Agreements, you will have    days following the [Resignation or Separation Date] to exercise the Unexercised Vested Shares. After this date, you will no longer have a right to exercise the Option as to any shares.]

 

7.             General Release and Waiver of Claims :

 

a.             The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options or other ownership interest in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company.  To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the New York Human Rights Law and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

 

b.             You hereby acknowledge that you are aware of the principle that a general release does not extend to claims that the releasor 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 releasee.  With

 



 

knowledge of this principle, you hereby agree to expressly waive any rights you may have to that effect.

 

c.             You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, and any claims for enforcement of this Agreement.  To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

 

8.             Covenant Not to Sue :

 

a.             To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter covered by this Agreement.

 

b.             Nothing in this section shall prohibit you from filing a charge or complaint with a government agency where, as a matter of law, the parties may not restrict your ability to file such administrative complaints.  However, you understand and agree that, by entering into this Agreement, you are releasing any and all individual claims for relief, and that any and all subsequent disputes between you and the Company shall be resolved through arbitration as provided below.

 

c.             Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

 

9.             Nondisparagement :  You agree that you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement.  Nothing in this paragraph shall prohibit you from providing truthful information in response to a subpoena or other legal process.

 

10.          Arbitration :  Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in              County, New York, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement.  Any arbitration may be initiated by a written demand to the other party.  The arbitrator’s decision shall be final, binding, and conclusive.  The parties further agree that this Agreement is intended to be strictly construed to provide for

 



 

arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law.  The parties expressly waive any entitlement to have such controversies decided by a court or a jury .

 

11.          Attorneys’ Fees :  If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

 

12.          Confidentiality :  The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order.  You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation from the Company.  Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

 

13.          No Admission of Liability :  This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns.  This Agreement shall be afforded the maximum protection allowable under the Federal Rules of Evidence 408 and/or any other state or federal provisions of similar effect.

 

14.          Complete and Voluntary Agreement :  This Agreement, together with Exhibit A hereto and the Stock Option Agreements, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter.  You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.

 

15.          Severability :  The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable.  Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

 

16.          Modification; Counterparts; Facsimile/PDF Signatures :  It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this

 



 

Agreement.   This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.  Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

 

17.          Review of Separation Agreement :  You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this agreement.  You also understand you may revoke this Agreement within seven (7) days of signing this document and that the compensation to be paid to you pursuant to Paragraph 3 will be paid only at the end of that seven (7) day revocation period.

 

18.          Effective Date :  This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you.

 

19.          Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of New York .

 

If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me.  I wish you the best in your future endeavors.

 

 

Sincerely,

 

 

 

MongoDB, Inc.

 

 

 

 

By:

 

 

 

[Name and title of person signing on behalf of the Company]

 

 

READ, UNDERSTOOD AND AGREED

 

 

 

 

 

 

 

 

 

Date:

 

Dev Ittycheria

 

 




Exhibit 10.7

 

 

September 29, 2017

 

Carlos Delatorre

[via email]

 

Dear Carlos,

 

As you know, you are currently employed by MongoDB, Inc. (the “Company”) as its Chief Revenue Officer pursuant to the terms of an offer letter from the Company dated November 26, 2014 (the “Offer Letter”).  As discussed, you and the Company hereby agree to amend and restate the Offer Letter.  The terms and conditions set forth in this offer letter agreement (the “Agreement”) will become effective as of the effective date of the Company’s initial public offering and will supersede and replace the terms and conditions set forth in the Offer Letter.

 

In your position as Chief Revenue Officer, you will continue to be based in our Palo Alto office reporting to the Chief Executive Officer.

 

Base Salary

 

You will remain employed as a full-time salaried employee, compensated at the rate of $10,416.67 per semi-monthly pay period ($250,000 annually). Currently, the Company’s regular pay dates are the 15th and last day of each calendar month. If a pay date falls on a weekend or Federal/bank holiday, then the pay date will be on the previous business day. Said salary will be paid in accordance with the Company’s normal payroll practices as may exist from time to time and is subject to required and voluntary withholdings.

 

Target Earnings

 

In addition to your base salary you will continue to be eligible to participate in our Sales Compensation Plan. Your target sales compensation plan allows you to earn an additional $350,000 gross per annum, subject to the terms of the plan. The plan will be provided separately.

 

Equity

 

You have previously been granted certain stock options which will continue to be governed by the terms of the applicable equity incentive plan and award agreements.  Eligibility for any future equity awards will be subject to the discretion of the Board of Directors of the Company (the “Board”).

 

Termination

 

Except as provided below, if you resign or the Company terminates your employment, or upon your death or disability, then (i) you will no longer vest in any equity awards, (ii) all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and (iii) you will not be entitled to any severance benefits.  In addition, you will resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

In the event your employment with the Company is terminated by the Company without Cause (and other than as result of death or disability) or due to your resignation for Good Reason (collectively, an “Involuntary Termination”), then provided such Involuntary Termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that you remain in compliance with the terms of this Agreement, the Company will provide you with the following severance benefits (collectively, the “Severance Benefits”): (a) an amount equal to six (6) months of your

 

 



 

then-current base salary to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; and (b) provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on your Separation from Service date and ending on the earliest to occur of: (i) six (6) months following your Separation from Service; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination.  In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event.  Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to you a taxable monthly payment 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 date of your employment termination (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made on the last day of each month regardless of whether you elect COBRA continuation coverage and will end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 6 th  calendar month following your Separation from Service date.

 

If your Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan), or within three (3) months prior to or within twelve (12) months following the closing of a Change in Control, and such termination qualifies as a Separation from Service, and provided that you remain in compliance with the terms of this Agreement, then you will be entitled to the Severance Benefits provided for above, and the following additional benefits: (a) an amount equal to six (6) months of your then-current annual target bonus to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; (b) 100% of all of your then-outstanding time-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of your date of Separation from Service; and (c) your then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of your target performance rate or actual performance as of your date of Separation from Service (collectively, the “Change in Control Severance Benefits”).

 

The receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, provided above will be subject to you signing and not revoking a separation agreement and release of claims in a form similar to that attached hereto as Exhibit A (as amended to reflect the reason for the separation and any changes to the law) (the “Separation Agreement”) within the time period set forth therein, which will not exceed 50 days from the date of your Separation from Service (the “Release Period”).  No Severance Benefits or Change in Control Severance Benefits, as applicable, will be paid or provided until the Separation Agreement becomes effective.  If the Release Period described in the preceding sentence spans two calendar years, then payment of the Severance Benefits or the Change in Control Severance Benefits, as applicable, will in any event commence in the second calendar year.  You will also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

For purposes of this Agreement, “Cause” will mean termination based upon (i) your willful failure to follow lawful directions communicated to you by the Chief Executive Officer or otherwise to perform your duties to the Company; (ii) the willful or intentional engaging by you in conduct which is injurious to the Company or its reputation, business or business relationships, monetarily or otherwise; (iii) your commission of an act of fraud, misappropriation or embezzlement with respect to the Company or the Company’s business; (iv) your conviction of, or a plea of guilty or nolo contendere to, a felony or a crime of moral turpitude (meaning an extreme departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking in the moral sense of community); (v) your habitual drunkenness or use of illegal substances; (vi) a material breach by you of your obligations under this Agreement, including (without limitation) your obligations specified in your Employee Invention Assignment Agreement,

 



 

Confidentiality and Arbitration Agreement that is not cured (to the extent curable) within 15 days of the Company providing written notice of such material breach; or (vii) your commission of an act of gross neglect or gross misconduct in connection with the performance of your duties.

 

For purposes of this Agreement, “Good Reason” means the occurrence of one of the following events without your written consent: (i) a material diminution by the Company in your title or the nature or scope of your responsibilities, duties or authority with the Company, (ii) a material reduction of your base salary, (iii) a relocation of your principal place of employment that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment prior to such relocation (it being understood that you are expected to spend material amounts of time in the Company’s other offices as part of your duties hereunder), or (iv) failure by the Company to ensure that a successor entity assumes this Agreement; provided, however, that to resign for Good Reason, you must (1) provide written notice to the Company’s General Counsel within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured with such period, your resignation from all positions you then hold with the Company is effective not later than 60 days after the expiration of the cure period.

 

Benefits

 

As a regular full-time employee, you will continue to be eligible to participate in Company-sponsored medical, dental, vision, life insurance, short and long-term disability plans. The Company may discontinue or modify any such plans, programs or practices at any time, with or without notice.

 

Section 280G

 

If any payment or benefit (including payments and benefits pursuant to this Agreement) that you would receive from the Company or otherwise in connection with a Change in Control (the “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company will cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”).  For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company will cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes).  If a Reduced Payment is made, (x) you will have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit to you as determined in this paragraph.  If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon you and the Company for all purposes.  For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  You and the Company will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section.  The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code.

 



 

Section 409A

 

It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (“Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.  For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment.  Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation.  Upon the first business day following the expiration of such time period, all payments deferred pursuant to this section will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred.

 

Arbitration

 

You and the Company have previously executed the Company’s standard arbitration agreement that is contained in your Employee Invention Assignment, Confidentiality and Arbitration Agreement (the “Arbitration Agreement”), which agreement remains in full force and effect.  You acknowledge and agree to all of the Company’s policies in effect during your employment with Company, including, but not limited to, the policies found in the MongoDB Employee Handbook and the Arbitration Agreement.

 

At Will Employment

 

Your employment relationship with the Company is “at-will.” That means you are free, at any time, for any reason, to end your employment with the Company and that the Company may do the same. Our agreement regarding employment-at-will may not be changed, except specifically in writing signed by the Chief Executive Officer and you.

 



 

We look forward to your continued contributions to the growth and success of MongoDB over the coming years.

 

Sincerely,

 

 

 

 

 

 

 

 

/s/ Kirsten Rowland

 

Oct 4, 2017

Kirsten Rowland

 

Date

Vice President of People

 

 

 

 

I hereby acknowledge my acceptance of continued employment with MongoDB pursuant to the terms and conditions contained in this Agreement.

 

 

/s/ Carlos Delatorre

 

Oct 4, 2017

Carlos Delatorre

 

Date

 



 

Exhibit A

 

[Month]   , 201

 

Carlos Delatorre

 

Re:           Terms of [Resignation or Separation]

 

This letter confirms the agreement (“Agreement”) between you and            (the “Company”) concerning the terms of your [resignation or separation] and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

 

1.              [ Resignation or Separation] Date :                  is your last day of employment with the Company (the “ [Resignation or Separation] Date”).

 

2.              Acknowledgment of Payment of Wages :  By your signature below, you acknowledge that on        , 201 , we provided you a final paycheck in the amount of $           for all wages, salary, bonuses, commissions, reimbursable expenses, accrued vacation and any similar payments due you from the Company as of the [Resignation or Separation] Date.  By signing below, you acknowledge that the Company does not owe you any other amounts.

 

3.              Separation Compensation :  In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the [Severance Benefits / Change in Control Severance Benefits] (as defined in the Offer Letter, dated as of September 29, 2017, between you and the Company).

 

By signing below, you acknowledge that you are receiving the separation compensation outlined in this paragraph in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation .

 

4.              Return of Company Property :  You hereby warrant to the Company that you have returned to the Company all property or data of the Company of any type whatsoever that has been in your possession or control.

 

5.              Proprietary Information :  You hereby acknowledge that you are bound by the attached Employee Invention Assignment, Confidentiality and Arbitration Agreement ( Exhibit A hereto) and that as a result of your employment with the Company you have had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not

 



 

make use of such Proprietary Information on behalf of anyone.  You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Proprietary Information and that you have not taken with you any such documents or data or any reproduction thereof.

 

6.              [Stock Options : Pursuant to your Stock Option Agreement[s] with the Company dated        and the Company’s [2008 / 2016] Equity Incentive Plan (hereafter collectively referred to as the “Stock Option Agreements”), you were granted option[s] to purchase an aggregate of         shares of the Company’s common stock (the “Option[s]”).  The Option[s] [has / have] vested as to       shares (the “Vested Shares”) and remain[s] unvested as to          shares (the “Unvested Shares”). You have exercised        of the Vested Shares leaving       unexercised Vested Shares (the “Unexercised Vested Shares”). Because your employment is terminating on the [Resignation or Separation Date] , none of the Unvested Shares can ever vest. Your rights concerning the Option[s] will continue to be governed by the Stock Option Agreements. Per the Stock Option Agreements, you will have    days following the [Resignation or Separation Date] to exercise the Unexercised Vested Shares. After this date, you will no longer have a right to exercise the Option as to any shares.]

 

7.              General Release and Waiver of Claims :

 

a.              The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options or other ownership interest in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company.  To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the [insert applicable state fair employment practices laws] and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

 

b.              You hereby acknowledge that you are aware of the principle that a general release does not extend to claims that the releasor 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 releasee.  With knowledge of this principle, you hereby agree to expressly waive any rights you may have to that effect.

 



 

c.              You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, and any claims for enforcement of this Agreement.  To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

 

8.              Covenant Not to Sue :

 

a.              To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter covered by this Agreement.

 

b.              Nothing in this section shall prohibit you from filing a charge or complaint with a government agency where, as a matter of law, the parties may not restrict your ability to file such administrative complaints.  However, you understand and agree that, by entering into this Agreement, you are releasing any and all individual claims for relief, and that any and all subsequent disputes between you and the Company shall be resolved through arbitration as provided below.

 

c.              Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

 

9.              Nondisparagement :  You agree that you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement.  Nothing in this paragraph shall prohibit you from providing truthful information in response to a subpoena or other legal process.

 

10.           Arbitration :  Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in              County, California, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement.  Any arbitration may be initiated by a written demand to the other party.  The arbitrator’s decision shall be final, binding, and conclusive.  The parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law.  The parties expressly waive any entitlement to have such controversies decided by a court or a jury.

 



 

11.           Attorneys’ Fees :  If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

 

12.           Confidentiality :  The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order.  You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation from the Company.  Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

 

13.           No Admission of Liability :  This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns.  This Agreement shall be afforded the maximum protection allowable under the Federal Rules of Evidence 408 and/or any other state or federal provisions of similar effect.

 

14.           Complete and Voluntary Agreement :  This Agreement, together with Exhibit A hereto and the Stock Option Agreements, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter.  You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.

 

15.           Severability :  The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable.  Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

 

16.           Modification; Counterparts; Facsimile/PDF Signatures :  It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement.  This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.  Execution of a facsimile or PDF copy shall have the same force and

 



 

effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

 

17.           Review of Separation Agreement :  You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this agreement.  You also understand you may revoke this Agreement within seven (7) days of signing this document and that the compensation to be paid to you pursuant to Paragraph 3 will be paid only at the end of that seven (7) day revocation period.

 

18.           Effective Date :  This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you.

 

19.           Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

 

If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me.  I wish you the best in your future endeavors.

 

 

 

Sincerely,

 

 

 

 

 

MongoDB, Inc.

 

 

 

 

 

 

By:

 

 

 

 

[Name and title of person signing on behalf of the Company]

 

 

 

READ, UNDERSTOOD AND AGREED

 

 

 

 

 

 

 

Date:

 

Carlos Delatorre

 

 

 




Exhibit 10.8

 

 

September 29, 2017

 

Michael Gordon

[via email]

 

Dear Michael,

 

As you know, you are currently employed by MongoDB, Inc. (the “Company”) as its Chief Financial Officer pursuant to the terms of an offer letter from the Company dated May 26, 2015 (the “Offer Letter”).  As discussed, you and the Company hereby agree to amend and restate the Offer Letter.  The terms and conditions set forth in this offer letter agreement (the “Agreement”) will become effective as of the effective date of the Company’s initial public offering and will supersede and replace the terms and conditions set forth in the Offer Letter.

 

In your position as Chief Financial Officer, you will continue to be based in our New York office reporting to the Chief Executive Officer.

 

Base Salary

 

You will remain employed as a full-time salaried employee, compensated at the rate of $13,541.67 per semi-monthly pay period ($325,000 annually). Currently, the Company’s regular pay dates are the 15th and last day of each calendar month. If a pay date falls on a weekend or Federal/bank holiday, then the pay date will be on the previous business day. Said salary will be paid in accordance with the Company’s normal payroll practices as may exist from time to time and is subject to required and voluntary withholdings.

 

Bonus

 

In addition to your base salary, during your employment as Chief Financial Officer, you will continue to be eligible for an annual bonus with a target of $150,000 per annum paid semi-annually, and which will be based on achievement of individual and Company performance goals to be determined by the Company in its sole discretion.  Bonus is subject to required and voluntary withholdings and paid according to Company payroll practices. You must be employed on the bonus payment date to be eligible for the bonus payment.

 

Equity

 

You have previously been granted certain stock options which will continue to be governed by the terms of the applicable equity incentive plan and award agreements.  Eligibility for any future equity awards will be subject to the discretion of the Board of Directors of the Company (the “Board”).

 

Termination

 

Except as provided below, if you resign or the Company terminates your employment, or upon your death or disability, then (i) you will no longer vest in any equity awards, (ii) all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and (iii) you will not be entitled to any severance benefits.  In addition, you will resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

In the event your employment with the Company is terminated by the Company without Cause (and other than as result of death or disability) or due to your resignation for Good Reason (collectively, an “Involuntary Termination”), then provided such Involuntary Termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”),

 

 



 

and provided that you remain in compliance with the terms of this Agreement, the Company will provide you with the following severance benefits (collectively, the “Severance Benefits”): (a) an amount equal to six (6) months of your then-current base salary to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; and (b) provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on your Separation from Service date and ending on the earliest to occur of: (i) six (6) months following your Separation from Service; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination.  In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event.  Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to you a taxable monthly payment 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 date of your employment termination (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made on the last day of each month regardless of whether you elect COBRA continuation coverage and will end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 6 th  calendar month following your Separation from Service date.

 

If your Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan), or within three (3) months prior to or within twelve (12) months following the closing of a Change in Control, and such termination qualifies as a Separation from Service, and provided that you remain in compliance with the terms of this Agreement, then  you will be entitled to the Severance Benefits provided for above, and the following additional benefits: (a) an amount equal to six (6) months of your then-current annual target bonus to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; (b) 100% of all of your then-outstanding time-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of your date of Separation from Service; and (c) your then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of your target performance rate or actual performance as of your date of Separation from Service (collectively, the “Change in Control Severance Benefits”).

 

The receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, provided above will be subject to you signing and not revoking a separation agreement and release of claims in a form similar to that attached hereto as Exhibit A (as amended to reflect the reason for the separation and any changes to the law) (the “Separation Agreement”) within the time period set forth therein, which will not exceed 50 days from the date of your Separation from Service (the “Release Period”).  No Severance Benefits or Change in Control Severance Benefits, as applicable, will be paid or provided until the Separation Agreement becomes effective.  If the Release Period described in the preceding sentence spans two calendar years, then payment of the Severance Benefits or the Change in Control Severance Benefits, as applicable, will in any event commence in the second calendar year.  You will also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

For purposes of this Agreement, “Cause” will mean termination based upon (i) your willful failure to follow lawful directions communicated to you by the Chief Executive Officer or otherwise to perform your duties to the Company; (ii) the willful or intentional engaging by you in conduct which is injurious to the Company or its reputation, business or business relationships, monetarily or otherwise; (iii) your commission of an act of fraud, misappropriation or embezzlement with respect to the Company or the Company’s business; (iv) your conviction of, or a plea of guilty or nolo contendere to, a felony or a crime of moral turpitude (meaning an extreme departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking in the moral sense of community); (v) your habitual

 



 

drunkenness or use of illegal substances; (vi) a material breach by you of your obligations under this Agreement, including (without limitation) your obligations specified in your Employee Invention Assignment Agreement, Confidentiality and Arbitration Agreement that is not cured (to the extent curable) within 15 days of the Company providing written notice of such material breach; or (vii) your commission of an act of gross neglect or gross misconduct in connection with the performance of your duties.

 

For purposes of this Agreement, “Good Reason” means the occurrence of one of the following events without your written consent: (i) a material diminution by the Company in your title or the nature or scope of your responsibilities, duties or authority with the Company, it being specified that no longer holding the office of Chief Financial Officer of a publicly traded company will be considered a material diminution in responsibilities under this clause (i), (ii) a material reduction of your base salary, (iii) a relocation of your principal place of employment that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment prior to such relocation (it being understood that you are expected to spend material amounts of time in the Company’s other offices as part of your duties hereunder), or (iv) failure by the Company to ensure that a successor entity assumes this Agreement; provided, however, that to resign for Good Reason, you must (1) provide written notice to the Company’s General Counsel within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured with such period, your resignation from all positions you then hold with the Company is effective not later than 60 days after the expiration of the cure period.

 

Benefits

 

As a regular full-time employee, you will continue to be eligible to participate in Company-sponsored medical, dental, vision, life insurance, short and long-term disability plans. The Company may discontinue or modify any such plans, programs or practices at any time, with or without notice.

 

Section 280G

 

If any payment or benefit (including payments and benefits pursuant to this Agreement) that you would receive from the Company or otherwise in connection with a Change in Control (the  “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company will cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”).  For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company will cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes).  If a Reduced Payment is made, (x) you will have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit to you as determined in this paragraph.  If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon you and the Company for all purposes.  For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  You and the Company will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section.  The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code.

 



 

Section 409A

 

It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (“Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.  For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment.  Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation.  Upon the first business day following the expiration of such time period, all payments deferred pursuant to this section will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred.

 

Arbitration

 

You and the Company have previously executed the Company’s standard arbitration agreement that is contained in your Employee Invention Assignment, Confidentiality and Arbitration Agreement (the “Arbitration Agreement”), which agreement remains in full force and effect.  You acknowledge and agree to all of the Company’s policies in effect during your employment with Company, including, but not limited to, the policies found in the MongoDB Employee Handbook and the Arbitration Agreement.

 

At Will Employment

 

Your employment relationship with the Company is “at-will.” That means you are free, at any time, for any reason, to end your employment with the Company and that the Company may do the same. Our agreement regarding employment-at-will may not be changed, except specifically in writing signed by the Chief Executive Officer and you.

 



 

We look forward to your continued contributions to the growth and success of MongoDB over the coming years.

 

Sincerely,

 

/s/ Kirsten Rowland

 

Oct 5, 2017

Kirsten Rowland

Date

Vice President of People

 

 

I hereby acknowledge my acceptance of continued employment with MongoDB pursuant to the terms and conditions contained in this Agreement.

 

/s/ Michael Gordon

 

Oct 5, 2017

Michael Gordon

Date

 



 

Exhibit A

 

[Month]   , 201

 

Michael Gordon

 

Re:                              Terms of [Resignation or Separation]

 

This letter confirms the agreement (“Agreement”) between you and MongoDB, Inc. (the “Company”) concerning the terms of your [resignation or separation] and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

 

1.             [ Resignation or Separation] Date :                  is your last day of employment with the Company (the “ [Resignation or Separation] Date”).

 

2.             Acknowledgment of Payment of Wages :  On the next regularly scheduled pay day following the Separation Date, the Company will pay you an amount that represents all of your salary earned through the Separation Date. Per the Company’s flexible time off program, paid time off is not accrued and is therefore not paid out upon separation from the Company. You acknowledge that, prior to the execution of this Agreement, you were not entitled to receive any additional money from the Company, and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement.

 

3.             Separation Compensation :  In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the [Severance Benefits / Change in Control Severance Benefits] (as defined in the Offer Letter, dated as of September 29, 2017, between you and the Company).

 

By signing below, you acknowledge that you are receiving the separation compensation outlined in this paragraph in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation .

 

4.             Return of Company Property :  You hereby warrant to the Company that you have returned to the Company all property or data of the Company of any type whatsoever that has been in your possession or control.

 

5.             Proprietary Information :  You hereby acknowledge that you are bound by the attached Employee Invention Assignment, Confidentiality and Arbitration Agreement ( Exhibit A hereto) and that as a result of your employment with the Company you have

 



 

had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not make use of such Proprietary Information on behalf of anyone.  You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Proprietary Information and that you have not taken with you any such documents or data or any reproduction thereof.

 

6.             [Stock Options : Pursuant to your Stock Option Agreement[s] with the Company  dated        and the Company’s [2008 / 2016] Equity Incentive Plan (hereafter collectively referred to as the “Stock Option Agreements”), you were granted option[s] to purchase an aggregate of         shares of the Company’s common stock (the “Option”).  The Option[s] [has / have] vested as to       shares (the “Vested Shares”) and remains unvested as to          shares (the “Unvested Shares”). You have exercised        of the Vested Shares leaving       unexercised Vested Shares (the “Unexercised Vested Shares”). Because your employment is terminating on the [Resignation or Separation Date] , none of the Unvested Shares can ever vest. Your rights concerning the Option will continue to be governed by the Stock Option Agreements. Per the Stock Option Agreements, you will have    days following the [Resignation or Separation Date] to exercise the Unexercised Vested Shares. After this date, you will no longer have a right to exercise the Option as to any shares.]

 

7.             General Release and Waiver of Claims :

 

a.             The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options or other ownership interest in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company.  To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the New York Human Rights Law and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

 

b.           You hereby acknowledge that you are aware of the principle that a general release does not extend to claims that the releasor 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 releasee.  With knowledge of this principle, you hereby agree to expressly waive any rights you may have to that effect.

 



 

c.         You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, and any claims for enforcement of this Agreement.  To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

 

8.             Covenant Not to Sue :

 

a.             To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter covered by this Agreement.

 

b.             Nothing in this section shall prohibit you from filing a charge or complaint with a government agency where, as a matter of law, the parties may not restrict your ability to file such administrative complaints.  However, you understand and agree that, by entering into this Agreement, you are releasing any and all individual claims for relief, and that any and all subsequent disputes between you and the Company shall be resolved through arbitration as provided below.

 

c.             Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

 

9.             Nondisparagement :  You agree that you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement.  Nothing in this paragraph shall prohibit you from providing truthful information in response to a subpoena or other legal process.

 

10.          Arbitration :  Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in              County, New York, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement.  Any arbitration may be initiated by a written demand to the other party.  The arbitrator’s decision shall be final, binding, and conclusive.  The parties further agree that this Agreement is intended to be strictly construed to provide for

 



 

arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law.  The parties expressly waive any entitlement to have such controversies decided by a court or a jury .

 

11.          Attorneys’ Fees :  If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

 

12.          Confidentiality :  The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order.  You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation from the Company.  Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

 

13.          No Admission of Liability :  This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns.  This Agreement shall be afforded the maximum protection allowable under the Federal Rules of Evidence 408 and/or any other state or federal provisions of similar effect.

 

14.          Complete and Voluntary Agreement :  This Agreement, together with Exhibit A hereto and the Stock Option Agreements, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter.  You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.

 

15.          Severability :  The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable.  Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

 

16.          Modification; Counterparts; Facsimile/PDF Signatures :  It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this

 



 

Agreement.   This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.  Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

 

17.          Review of Separation Agreement :  You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this agreement.  You also understand you may revoke this Agreement within seven (7) days of signing this document and that the compensation to be paid to you pursuant to Paragraph 3 will be paid only at the end of that seven (7) day revocation period.

 

18.          Effective Date :  This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you.

 

19.          Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of New York .

 

If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me.  I wish you the best in your future endeavors.

 

 

Sincerely,

 

 

 

MongoDB, Inc.

 

 

 

 

By:

 

 

 

[Name and title of person signing on behalf of the Company]

 

 

READ, UNDERSTOOD AND AGREED

 

 

 

 

 

 

Date:

 

Michael Gordon

 

 




Exhibit 10.9

 

 

September 29, 2017

 

Eliot Horowitz

[via email]

 

Dear Eliot,

 

As you know, you are currently employed by MongoDB, Inc. (the “Company”) as its Chief Technology Officer and have served in this role since January 2008. As discussed, you and the Company hereby agree to memorialize the terms and conditions of your employment. The terms and conditions set forth in this offer letter agreement (the “Agreement”) will become effective as of the effective date of the Company’s initial public offering and will supersede and replace the previous terms and conditions of your employment with the Company.

 

In your position as Chief Technology Officer, you will continue to be based in our New York office reporting to the Chief Executive Officer.

 

Base Salary

 

You will remain employed as a full-time salaried employee, compensated at the rate of $13,541.67 per semi-monthly pay period ($325,000 annually). Currently, the Company’s regular pay dates are the 15th and last day of each calendar month. If a pay date falls on a weekend or Federal/bank holiday, then the pay date will be on the previous business day. Said salary will be paid in accordance with the Company’s normal payroll practices as may exist from time to time and is subject to required and voluntary withholdings.

 

Bonus

 

In addition to your base salary, during your employment as Chief Technology Officer, you will be eligible for an annual bonus with a target of $150,000 per annum paid semi-annually, and which will be based on achievement of individual and Company performance goals to be determined by the Company in its sole discretion.  Bonus is subject to required and voluntary withholdings and paid according to Company payroll practices. You must be employed on the bonus payment date to be eligible for the bonus payment.

 

Equity

 

You have previously been granted certain stock options which will continue to be governed by the terms of the applicable equity incentive plan and award agreements.  Eligibility for any future equity awards will be subject to the discretion of the Board of Directors of the Company (the “Board”).

 

Termination

 

Except as provided below, if you resign or the Company terminates your employment, or upon your death or disability, then (i) you will no longer vest in any equity awards, (ii) all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and (iii) you will not be entitled to any severance benefits. In addition, you will resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

In the event your employment with the Company is terminated by the Company without Cause (and other than as result of death or disability) or due to your resignation for Good Reason (collectively, an “Involuntary Termination”), then provided such Involuntary Termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that you remain in compliance with the terms of this Agreement, the Company will provide you with the

 

 



 

following severance benefits (collectively, the “Severance Benefits”): (a) an amount equal to six (6) months of your then-current base salary to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; and (b) provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on your Separation from Service date and ending on the earliest to occur of: (i) six (6) months following your Separation from Service; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination.  In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event.  Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to you a taxable monthly payment 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 date of your employment termination (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made on the last day of each month regardless of whether you elect COBRA continuation coverage and will end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 6 th  calendar month following your Separation from Service date.

 

If your Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan), or within three (3) months prior to or twelve (12) months following the closing of a Change in Control, and such termination qualifies as a Separation from Service, and provided that you remain in compliance with the terms of this Agreement, then you will be entitled to the Severance Benefits provided for above, and the following additional benefits: (a) an amount equal to six (6) months of your then-current annual target bonus to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; (b) 100% of all of your then-outstanding time-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of your date of Separation from Service; and (c) your then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of your target performance rate or actual performance as of your date of Separation from Service (collectively, the “Change in Control Severance Benefits”).

 

The receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, provided above will be subject to you signing and not revoking a separation agreement and release of claims in a form similar to that attached hereto as Exhibit A (as amended to reflect the reason for the separation and any changes to the law) (the “Separation Agreement”) within the time period set forth therein, which will not exceed 50 days from the date of your Separation from Service (the “Release Period”).  No Severance Benefits or Change in Control Severance Benefits, as applicable, will be paid or provided until the Separation Agreement becomes effective.  If the Release Period described in the preceding sentence spans two calendar years, then payment of the Severance Benefits or the Change in Control Severance Benefits, as applicable, will in any event commence in the second calendar year.  You will also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

For purposes of this Agreement, “Cause” will mean termination based upon (i) your willful failure to follow lawful directions communicated to you by the Chief Executive Officer or otherwise to perform your duties to the Company; (ii) the willful or intentional engaging by you in conduct which is injurious to the Company or its reputation, business or business relationships, monetarily or otherwise; (iii) your commission of an act of fraud, misappropriation or embezzlement with respect to the Company or the Company’s business; (iv) your conviction of, or a plea of guilty or nolo contendere to, a felony or a crime of moral turpitude (meaning an extreme departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking in the moral sense of community); (v) your habitual drunkenness or use of illegal substances; (vi) a material breach by you of your obligations under this Agreement,

 



 

including (without limitation) your obligations specified in your Employee Invention Assignment Agreement, Confidentiality and Arbitration Agreement that is not cured (to the extent curable) within 15 days of the Company providing written notice of such material breach; or (vii) your commission of an act of gross neglect or gross misconduct in connection with the performance of your duties.

 

For purposes of this Agreement, “Good Reason” means the occurrence of one of the following events without your written consent: (i) a material diminution by the Company in your title or the nature or scope of your responsibilities, duties or authority with the Company, (ii) a material reduction of your base salary, (iii) a relocation of your principal place of employment that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment prior to such relocation (it being understood that you are expected to spend material amounts of time in the Company’s other offices as part of your duties hereunder), or (iv) failure by the Company to ensure that a successor entity assumes this Agreement; provided, however, that to resign for Good Reason, you must (1) provide written notice to the Company’s General Counsel within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured with such period, your resignation from all positions you then hold with the Company is effective not later than 60 days after the expiration of the cure period.

 

Benefits

 

As a regular full-time employee, you will continue to be eligible to participate in Company-sponsored medical, dental, vision, life insurance, short and long-term disability plans. The Company may discontinue or modify any such plans, programs or practices at any time, with or without notice.

 

Section 280G

 

If any payment or benefit (including payments and benefits pursuant to this Agreement) that you would receive from the Company or otherwise in connection with a Change in Control (the “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company will cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”).  For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company will cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes).  If a Reduced Payment is made, (x) you will have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit to you as determined in this paragraph.  If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon you and the Company for all purposes.  For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  You and the Company will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section.  The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code.

 



 

Section 409A

 

It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (“Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.  For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment.  Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation.  Upon the first business day following the expiration of such time period, all payments deferred pursuant to this section will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred.

 

Arbitration

 

You and the Company have previously executed the Company’s standard arbitration agreement that is contained in your Employee Invention Assignment, Confidentiality and Arbitration Agreement (the “Arbitration Agreement”), which agreement remains in full force and effect.  You acknowledge and agree to all of the Company’s policies in effect during your employment with Company, including, but not limited to, the policies found in the MongoDB Employee Handbook and the Arbitration Agreement.

 

At Will Employment

 

Your employment relationship with the Company is “at-will.” That means you are free, at any time, for any reason, to end your employment with the Company and that the Company may do the same. Our agreement regarding employment-at-will may not be changed, except specifically in writing signed by the Chief Executive Officer and you.

 



 

We look forward to your continued contributions to the growth and success of MongoDB over the coming years.

 

Sincerely,

 

 

 

 

 

/s/ Kirsten Rowland

 

Oct 1, 2017

Kirsten Rowland

 

Date

Vice President of People

 

 

 

 

I hereby acknowledge my acceptance of continued employment with MongoDB pursuant to the terms and conditions contained in this Agreement.

 

/s/ Eliot Horowitz

 

Oct 1, 2017

Eliot Horowitz

 

Date

 



 

Exhibit A

 

[Month]   , 201

 

Eliot Horowitz

 

Re:           Terms of [Resignation or Separation]

 

This letter confirms the agreement (“Agreement”) between you and MongoDB, Inc. (the “Company”) concerning the terms of your [resignation or separation] and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

 

1.              [ Resignation or Separation] Date :                  is your last day of employment with the Company (the “ [Resignation or Separation] Date”).

 

2.              Acknowledgment of Payment of Wages :  On the next regularly scheduled pay day following the Separation Date, the Company will pay you an amount that represents all of your salary earned through the Separation Date. Per the Company’s flexible time off program, paid time off is not accrued and is therefore not paid out upon separation from the Company. You acknowledge that, prior to the execution of this Agreement, you were not entitled to receive any additional money from the Company, and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement.

 

3.              Separation Compensation :  In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the [Severance Benefits / Change in Control Severance Benefits] (as defined in the Offer Letter, dated as of September 29, 2017, between you and the Company).

 

By signing below, you acknowledge that you are receiving the separation compensation outlined in this paragraph in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation .

 

4.              Return of Company Property :  You hereby warrant to the Company that you have returned to the Company all property or data of the Company of any type whatsoever that has been in your possession or control.

 

5.              Proprietary Information :  You hereby acknowledge that you are bound by the attached Employee Invention Assignment, Confidentiality and Arbitration Agreement ( Exhibit A hereto) and that as a result of your employment with the Company you have

 



 

had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not make use of such Proprietary Information on behalf of anyone.  You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Proprietary Information and that you have not taken with you any such documents or data or any reproduction thereof.

 

6.              [Stock Options : Pursuant to your Stock Option Agreement[s] with the Company dated        and the Company’s [2008 / 2016] Equity Incentive Plan (hereafter collectively referred to as the “Stock Option Agreements”), you were granted option[s] to purchase an aggregate of         shares of the Company’s common stock (the “Option”).  The Option[s] [has / have] vested as to       shares (the “Vested Shares”) and remains unvested as to          shares (the “Unvested Shares”). You have exercised        of the Vested Shares leaving       unexercised Vested Shares (the “Unexercised Vested Shares”). Because your employment is terminating on the [Resignation or Separation Date] , none of the Unvested Shares can ever vest. Your rights concerning the Option will continue to be governed by the Stock Option Agreements. Per the Stock Option Agreements, you will have    days following the [Resignation or Separation Date] to exercise the Unexercised Vested Shares. After this date, you will no longer have a right to exercise the Option as to any shares.]

 

7.              General Release and Waiver of Claims :

 

a.              The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options or other ownership interest in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company.  To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the New York Human Rights Law and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

 

b.              You hereby acknowledge that you are aware of the principle that a general release does not extend to claims that the releasor 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 releasee.  With

 



 

knowledge of this principle, you hereby agree to expressly waive any rights you may have to that effect.

 

c.              You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, and any claims for enforcement of this Agreement.  To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

 

8.              Covenant Not to Sue :

 

a.              To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter covered by this Agreement.

 

b.              Nothing in this section shall prohibit you from filing a charge or complaint with a government agency where, as a matter of law, the parties may not restrict your ability to file such administrative complaints.  However, you understand and agree that, by entering into this Agreement, you are releasing any and all individual claims for relief, and that any and all subsequent disputes between you and the Company shall be resolved through arbitration as provided below.

 

c.              Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

 

9.              Nondisparagement :  You agree that you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement.  Nothing in this paragraph shall prohibit you from providing truthful information in response to a subpoena or other legal process.

 

10.           Arbitration :  Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in              County, New York, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement.  Any arbitration may be initiated by a written demand to the other party.  The arbitrator’s decision shall be final, binding, and conclusive.  The parties further agree that this Agreement is intended to be strictly construed to provide for

 



 

arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law.  The parties expressly waive any entitlement to have such controversies decided by a court or a jury .

 

11.           Attorneys’ Fees :  If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

 

12.           Confidentiality :  The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order.  You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation from the Company.  Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

 

13.           No Admission of Liability :  This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns.  This Agreement shall be afforded the maximum protection allowable under the Federal Rules of Evidence 408 and/or any other state or federal provisions of similar effect.

 

14.           Complete and Voluntary Agreement :  This Agreement, together with Exhibit A hereto and the Stock Option Agreements, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter.  You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.

 

15.           Severability :  The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable.  Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

 

16.           Modification; Counterparts; Facsimile/PDF Signatures :  It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this

 



 

Agreement.   This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.  Execution of a facsimile or PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

 

17.           Review of Separation Agreement :  You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this agreement.  You also understand you may revoke this Agreement within seven (7) days of signing this document and that the compensation to be paid to you pursuant to Paragraph 3 will be paid only at the end of that seven (7) day revocation period.

 

18.           Effective Date :  This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you.

 

19.           Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me.  I wish you the best in your future endeavors.

 

 

 

Sincerely,

 

 

 

 

 

MongoDB, Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

[Name and title of person signing on behalf of the Company]

 

 

 

 

 

 

READ, UNDERSTOOD AND AGREED

 

 

 

 

 

 

 

 

 

 

Date:

 

Eliot Horowitz

 

 

 




Exhibit 10.10

 

 

September 29, 2017

 

Meagen Eisenberg

[via email]

 

Dear Meagen,

 

As you know, you are currently employed by MongoDB, Inc. (the “Company”) as its Chief Marketing Officer pursuant to the terms of an offer letter from the Company dated December 29, 2014 (the “Offer Letter”).  As discussed, you and the Company hereby agree to amend and restate the Offer Letter.  The terms and conditions set forth in this offer letter agreement (the “Agreement”) will become effective as of the effective date of the Company’s initial public offering and will supersede and replace the terms and conditions set forth in the Offer Letter.

 

In your position as Chief Marketing Officer, you will continue to be based in our Palo Alto office reporting to the Chief Executive Officer.

 

Base Salary

 

You will remain employed as a full-time salaried employee, compensated at the rate of $12,500 per semi-monthly pay period ($300,000 annually). Currently, the Company’s regular pay dates are the 15th and last day of each calendar month. If a pay date falls on a weekend or Federal/bank holiday, then the pay date will be on the previous business day. Said salary will be paid in accordance with the Company’s normal payroll practices as may exist from time to time and is subject to required and voluntary withholdings.

 

Bonus

 

In addition to your base salary, during your employment as Chief Marketing Officer, you will continue to be eligible for an annual bonus with a target of $150,000 per annum paid semi-annually, and which will be based on achievement of individual and Company performance goals to be determined by the Company in its sole discretion.  Bonus is subject to required and voluntary withholdings and paid according to Company payroll practices. You must be employed on the bonus payment date to be eligible for the bonus payment.

 

Equity

 

You have previously been granted certain stock options which will continue to be governed by the terms of the applicable equity incentive plan and award agreements.  Eligibility for any future equity awards will be subject to the discretion of the Board of Directors of the Company (the “Board”).

 

Termination

 

Except as provided below, if you resign or the Company terminates your employment, or upon your death or disability, then (i) you will no longer vest in any equity awards, (ii) all payments of compensation by the Company to you hereunder will terminate immediately (except as to amounts already earned), and (iii) you will not be entitled to any severance benefits.  In addition, you will resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

In the event your employment with the Company is terminated by the Company without Cause (and other than as result of death or disability) or due to your resignation for Good Reason (collectively, an “Involuntary Termination”), then provided such Involuntary Termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”),

 

 

 



 

and provided that you remain in compliance with the terms of this Agreement, the Company will provide you with the following severance benefits (collectively, the “Severance Benefits”): (a) an amount equal to six (6) months of your then-current base salary to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; and (b) provided that you timely elect continued coverage under COBRA, the Company will pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on your Separation from Service date and ending on the earliest to occur of: (i) six (6) months following your Separation from Service; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination.  In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event.  Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to you a taxable monthly payment 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 date of your employment termination (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made on the last day of each month regardless of whether you elect COBRA continuation coverage and will end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 6 th  calendar month following your Separation from Service date.

 

If your Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s 2016 Equity Incentive Plan), or within three (3) months prior to or within twelve (12) months following the closing of a Change in Control, and such termination qualifies as a Separation from Service, and provided that you remain in compliance with the terms of this Agreement, then you will be entitled to the Severance Benefits provided for above, and the following additional benefits: (a) an amount equal to six (6) months of your then-current annual target bonus to be paid in equal installments on the Company’s normal payroll schedule over the six (6) month period immediately following the date of Separation from Service; (b) 100% of all of your then-outstanding time-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) as of your date of Separation from Service; and (c) your then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the greater of your target performance rate or actual performance as of your date of Separation from Service (collectively, the “Change in Control Severance Benefits”).

 

The receipt of the Severance Benefits or the Change in Control Severance Benefits, as applicable, provided above will be subject to you signing and not revoking a separation agreement and release of claims in a form similar to that attached hereto as Exhibit A (as amended to reflect the reason for the separation and any changes to the law) (the “Separation Agreement”) within the time period set forth therein, which will not exceed 50 days from the date of your Separation from Service (the “Release Period”).  No Severance Benefits or Change in Control Severance Benefits, as applicable, will be paid or provided until the Separation Agreement becomes effective.  If the Release Period described in the preceding sentence spans two calendar years, then payment of the Severance Benefits or the Change in Control Severance Benefits, as applicable, will in any event commence in the second calendar year.  You will also resign from all positions and terminate any relationships as an employee, advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination.

 

For purposes of this Agreement, “Cause” will mean termination based upon (i) your willful failure to follow lawful directions communicated to you by the Chief Executive Officer or otherwise to perform your duties to the Company; (ii) the willful or intentional engaging by you in conduct which is injurious to the Company or its reputation, business or business relationships, monetarily or otherwise; (iii) your commission of an act of fraud, misappropriation or embezzlement with respect to the Company or the Company’s business; (iv) your conviction of, or a plea of guilty or nolo contendere to, a felony or a crime of moral turpitude (meaning an extreme departure from ordinary standards of honesty, good morals, justice or ethics as to be shocking in the moral sense of community); (v) your habitual

 



 

drunkenness or use of illegal substances; (vi) a material breach by you of your obligations under this Agreement, including (without limitation) your obligations specified in your Employee Invention Assignment Agreement, Confidentiality and Arbitration Agreement that is not cured (to the extent curable) within 15 days of the Company providing written notice of such material breach; or (vii) your commission of an act of gross neglect or gross misconduct in connection with the performance of your duties.

 

For purposes of this Agreement, “Good Reason” means the occurrence of one of the following events without your written consent: (i) a material diminution by the Company in your title or the nature or scope of your responsibilities, duties or authority with the Company, (ii) a material reduction of your base salary, (iii) a relocation of your principal place of employment that increases your one-way commute by more than 50 miles as compared to your then-current principal place of employment prior to such relocation (it being understood that you are expected to spend material amounts of time in the Company’s other offices as part of your duties hereunder), or (iv) failure by the Company to ensure that a successor entity assumes this Agreement; provided, however, that to resign for Good Reason, you must (1) provide written notice to the Company’s General Counsel within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for your resignation, (2) allow the Company at least 30 days from receipt of such written notice to cure such event, and (3) if such event is not reasonably cured with such period, your resignation from all positions you then hold with the Company is effective not later than 60 days after the expiration of the cure period.

 

Benefits

 

As a regular full-time employee, you will continue to be eligible to participate in Company-sponsored medical, dental, vision, life insurance, short and long-term disability plans. The Company may discontinue or modify any such plans, programs or practices at any time, with or without notice.

 

Section 280G

 

If any payment or benefit (including payments and benefits pursuant to this Agreement) that you would receive from the Company or otherwise in connection with a Change in Control (the “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company will cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”).  For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company will cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes).  If a Reduced Payment is made, (x) you will have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit to you as determined in this paragraph.  If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section will be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination will be conclusive and binding upon you and the Company for all purposes.  For purposes of making the calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  You and the Company will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section.  The Company will bear all costs the

 



 

Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code.

 

Section 409A

 

It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (“Section 409A”) provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.  For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a separate and distinct payment.  Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments will not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation.  Upon the first business day following the expiration of such time period, all payments deferred pursuant to this section will be paid in a lump sum to you, and any remaining payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred.

 

Arbitration

 

You and the Company have previously executed the Company’s standard arbitration agreement that is contained in your Employee Invention Assignment, Confidentiality and Arbitration Agreement (the “Arbitration Agreement”), which agreement remains in full force and effect.  You acknowledge and agree to all of the Company’s policies in effect during your employment with Company, including, but not limited to, the policies found in the MongoDB Employee Handbook and the Arbitration Agreement.

 

At Will Employment

 

Your employment relationship with the Company is “at-will.” That means you are free, at any time, for any reason, to end your employment with the Company and that the Company may do the same. Our agreement regarding employment-at-will may not be changed, except specifically in writing signed by the Chief Executive Officer and you.

 



 

We look forward to your continued contributions to the growth and success of MongoDB over the coming years.

 

Sincerely,

 

 

 

 

 

/s/ Kirsten Rowland

 

Oct 1, 2017

Kirsten Rowland

 

Date

Vice President of People

 

 

 

 

I hereby acknowledge my acceptance of continued employment with MongoDB pursuant to the terms and conditions contained in this Agreement.

 

/s/ Meagen Eisenberg

 

Oct 1, 2017

Meagen Eisenberg

 

Date

 



 

Exhibit A

 

[Month]   , 201

 

Meagen Eisenberg

 

Re:           Terms of [Resignation or Separation]

 

This letter confirms the agreement (“Agreement”) between you and            (the “Company”) concerning the terms of your [resignation or separation] and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.

 

1.              [ Resignation or Separation] Date :                  is your last day of employment with the Company (the “ [Resignation or Separation] Date”).

 

2.              Acknowledgment of Payment of Wages :  By your signature below, you acknowledge that on        , 201 , we provided you a final paycheck in the amount of $           for all wages, salary, bonuses, commissions, reimbursable expenses, accrued vacation and any similar payments due you from the Company as of the [Resignation or Separation] Date.  By signing below, you acknowledge that the Company does not owe you any other amounts.

 

3.              Separation Compensation :  In exchange for your agreement to the general release and waiver of claims and covenant not to sue set forth below and your other promises herein, the Company agrees to provide you with the [Severance Benefits / Change in Control Severance Benefits] (as defined in the Offer Letter, dated as of September 29, 2017, between you and the Company).

 

By signing below, you acknowledge that you are receiving the separation compensation outlined in this paragraph in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation .

 

4.              Return of Company Property :  You hereby warrant to the Company that you have returned to the Company all property or data of the Company of any type whatsoever that has been in your possession or control.

 

5.              Proprietary Information :  You hereby acknowledge that you are bound by the attached Employee Invention Assignment, Confidentiality and Arbitration Agreement ( Exhibit A hereto) and that as a result of your employment with the Company you have had access to the Company’s Proprietary Information (as defined in the agreement), that you will hold all Proprietary Information in strictest confidence and that you will not

 



 

make use of such Proprietary Information on behalf of anyone.  You further confirm that you have delivered to the Company all documents and data of any nature containing or pertaining to such Proprietary Information and that you have not taken with you any such documents or data or any reproduction thereof.

 

6.              [Stock Options : Pursuant to your Stock Option Agreement[s] with the Company dated        and the Company’s [2008 / 2016] Equity Incentive Plan (hereafter collectively referred to as the “Stock Option Agreements”), you were granted option[s] to purchase an aggregate of         shares of the Company’s common stock (the “Option[s]”).  The Option[s] [has / have] vested as to       shares (the “Vested Shares”) and remain[s] unvested as to          shares (the “Unvested Shares”). You have exercised        of the Vested Shares leaving       unexercised Vested Shares (the “Unexercised Vested Shares”). Because your employment is terminating on the [Resignation or Separation Date] , none of the Unvested Shares can ever vest. Your rights concerning the Option[s] will continue to be governed by the Stock Option Agreements. Per the Stock Option Agreements, you will have    days following the [Resignation or Separation Date] to exercise the Unexercised Vested Shares. After this date, you will no longer have a right to exercise the Option as to any shares.]

 

7.              General Release and Waiver of Claims :

 

a.              The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus and commission pay, profit-sharing, stock, stock options or other ownership interest in the Company, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company or your separation from the Company.  To the fullest extent permitted by law, you hereby release and waive any other claims you may have against the Company and its owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, affiliates, successors and assigns (collectively “Releasees”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of your employment or your separation of employment, claims under Title VII of the 1964 Civil Rights Act, as amended, the [insert applicable state fair employment practices laws] and any other laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims based on age or under the Age Discrimination in Employment Act or Older Workers Benefit Protection Act, and/or claims based on disability or under the Americans with Disabilities Act.

 

b.              You hereby acknowledge that you are aware of the principle that a general release does not extend to claims that the releasor 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 releasee.  With knowledge of this principle, you hereby agree to expressly waive any rights you may have to that effect.

 



 

c.              You and the Company do not intend to release claims that you may not release as a matter of law, including but not limited to claims for indemnity, and any claims for enforcement of this Agreement.  To the fullest extent permitted by law, any dispute regarding the scope of this general release shall be determined by an arbitrator under the procedures set forth in the arbitration clause below.

 

8.              Covenant Not to Sue :

 

a.              To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter covered by this Agreement.

 

b.              Nothing in this section shall prohibit you from filing a charge or complaint with a government agency where, as a matter of law, the parties may not restrict your ability to file such administrative complaints.  However, you understand and agree that, by entering into this Agreement, you are releasing any and all individual claims for relief, and that any and all subsequent disputes between you and the Company shall be resolved through arbitration as provided below.

 

c.              Nothing in this section shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Agreement be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

 

9.              Nondisparagement :  You agree that you will not disparage Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement.  Nothing in this paragraph shall prohibit you from providing truthful information in response to a subpoena or other legal process.

 

10.           Arbitration :  Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in              County, California, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement.  Any arbitration may be initiated by a written demand to the other party.  The arbitrator’s decision shall be final, binding, and conclusive.  The parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law.  The parties expressly waive any entitlement to have such controversies decided by a court or a jury.

 



 

11.           Attorneys’ Fees :  If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

 

12.           Confidentiality :  The contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family, accountant or attorneys or pursuant to subpoena or court order.  You agree that if you are asked for information concerning this Agreement, you will state only that you and the Company reached an amicable resolution of any disputes concerning your separation from the Company.  Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

 

13.           No Admission of Liability :  This Agreement is not and shall not be construed or contended by you to be an admission or evidence of any wrongdoing or liability on the part of Releasees, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns.  This Agreement shall be afforded the maximum protection allowable under the Federal Rules of Evidence 408 and/or any other state or federal provisions of similar effect.

 

14.           Complete and Voluntary Agreement :  This Agreement, together with Exhibit A hereto and the Stock Option Agreements, constitute the entire agreement between you and Releasees with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral, relating to such subject matter.  You acknowledge that neither Releasees nor their agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, which is not contained in this Agreement for the purpose of inducing you to execute the Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing this Agreement voluntarily, free of any duress or coercion.

 

15.           Severability :  The provisions of this Agreement are severable, and if any part of it is found to be invalid or unenforceable, the other parts shall remain fully valid and enforceable.  Specifically, should a court, arbitrator, or government agency conclude that a particular claim may not be released as a matter of law, it is the intention of the parties that the general release, the waiver of unknown claims and the covenant not to sue above shall otherwise remain effective to release any and all other claims.

 

16.           Modification; Counterparts; Facsimile/PDF Signatures :  It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement.  This Agreement may be executed in any number of counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.  Execution of a facsimile or PDF copy shall have the same force and

 



 

effect as execution of an original, and a copy of a signature will be equally admissible in any legal proceeding as if an original.

 

17.           Review of Separation Agreement :  You understand that you may take up to twenty-one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this agreement.  You also understand you may revoke this Agreement within seven (7) days of signing this document and that the compensation to be paid to you pursuant to Paragraph 3 will be paid only at the end of that seven (7) day revocation period.

 

18.           Effective Date :  This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you.

 

19.           Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

 

If you agree to abide by the terms outlined in this letter, please sign this letter below and also sign the attached copy and return it to me.  I wish you the best in your future endeavors.

 

 

 

Sincerely,

 

 

 

 

 

MongoDB, Inc.

 

 

 

 

 

 

 

 

 

By:

 

 

 

 

[Name and title of person signing on behalf of the Company]

 

 

 

 

 

 

READ, UNDERSTOOD AND AGREED

 

 

 

 

 

 

 

 

 

 

Date:

 

Meagen Eisenberg

 

 

 




Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Amendment No.1 to Registration Statement on Form S-1 of MongoDB, Inc. of our report dated June 7, 2017, except for the effects of the reverse stock split discussed in Note 1 to the consolidated financial statements, as to which the date is October 5, 2017, relating to the financial statements, which appears in such Registration Statement.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

 

/s/ PricewaterhouseCoopers LLP

 

 

 

San Jose, California

 

October 6, 2017