DOMO, INC. (Form: 8-K, Received: 03/01/2022 16:27:35)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 28, 2022

DOMO, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38553

27-3687433

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

772 East Utah Valley Drive

American Fork, UT 84003

(Address of principal executive offices, and Zip Code)

Registrant’s telephone number, including area code: (801) 899-1000

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class B Common Stock, par value $0.001 per share

DOMO

The Nasdaq Global Market


☐			Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
☐			If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01 Entry into a Material Definitive Agreement.

Cooperation Agreement

On March 1, 2022, Domo, Inc. (the “Company”) entered into a letter agreement (the “Cooperation Agreement”) with Joshua G. James, a significant stockholder of the Company and certain entities affiliated with Mr. James (the “James Entities”). Among other things, the Cooperation Agreement provides that:

•The Company’s board of directors (the “Board”) and Mr. James will take all action necessary (including increasing the size of the Board) to appoint John Pestana (the “Independent Designee”) to the Board.

•Subject to the terms of the Agreement, and the Independent Designee’s willingness to serve, the Board will include the Independent Designee on the Board’s slate of director nominees standing for election at the Company’s 2022 annual meeting of stockholders (the “2022 Meeting”).

•The Independent Designee will be entitled to the same director benefits as other non-employee members of the Board, including compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non-employee directors of Company; equity-based compensation grants and other benefits, if any, on the same basis as all other non-employee directors of Company; and the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of Company as such rights may exist from time to time.

•At the 2022 Meeting, Mr. James and the James Entities will cause all voting securities beneficially owned by them to be present for quorum purposes and voted or consented in favor of the election of each person nominated by the Board for election as a director and against any proposals or resolutions to remove any member of the Board.

•Until the earlier of 11:59 p.m. (Pacific time) on (a) March 2, 2023 and (b) the fifth day prior to the deadline for the submission of stockholder nominations of directors and business proposals for the Company’s 2023 annual meeting of stockholders, Mr. James and the James Entities will not take, and will not cause their respective Affiliates (as defined in the Cooperation Agreement) and Associates (as defined in the Cooperation Agreement) to take, any action to replace or remove directors or to add directors to the Board (in each case).

The foregoing summary of the Cooperation Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Cooperation Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.

Separation and Transition Agreement

On March 1, 2022, the Company entered into a separation and transition letter agreement with Mr. James (the “Separation Agreement”), related to the terms of Mr. James’ resignation from the Company’s employment and resignation from the Board. Among other things, the Separation Agreement provides that:

•Mr. James resigned his employment with the Company effective March 1, 2022. Mr. James will perform advisory transition services to the Company during a transition period beginning immediately after his resignation and continuing through March 21, 2022 (the “Transition Period”). During the Transition Period, Mr. James’ outstanding equity awards will continue to vest.

•Subject to Mr. James’ compliance with legal and contractual obligations to the Company, the post-termination exercise period of Mr. James’ stock options vested and outstanding as of the last date of the Transition Period will remain outstanding and exercisable through December 31, 2023; provided that in no event will any stock option remain outstanding beyond the

maximum term of such option, and provided further that all stock options are subject to earlier termination as set forth in the applicable equity incentive plan under which such stock option was granted.

•Mr. James’ health insurance benefits will cease on March 31, 2022, subject to his right to continue health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar stat law. All other employment benefits (except as provided above) will cease as of March 1, 2022.

•Mr. James and the Company will make certain mutual waivers and releases of claims in favor of the other, subject to specified exceptions.

The foregoing summary of the Separation Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Separation Agreement, which is attached as Exhibit 10.2 and incorporated herein by reference.

Registration Rights Agreement

On March 1, 2022, the Company entered into a registration rights agreement with Mr. James (the “Registration Rights Agreement”), pursuant to which Mr. James has the right to require the Company to register the offer and sale of shares of Class A common stock (including shares of Class A common stock issued upon conversion of Class B common stock) held by Mr. James or his affiliates (such rights are referred to as “registration rights”). The registration rights will terminate on March 1, 2025.

Demand Registration Rights

Mr. James has the right to demand that the Company use best efforts to file a registration statement for the registration of the offer and sale of at least that number of shares with anticipated offering proceeds in excess of $20.0 million. The Company is only obligated to file up to two registration statements in connection with the exercise of demand registration rights. These registration rights are subject to specified conditions and limitations, including the Company’s ability to defer the filing of a registration statement with respect to an exercise of such demand registration rights for up to 90 days under certain circumstances.

Form S-3 Registration Rights

At any time that the Company is eligible to use a registration statement on Form S-3, Mr. James shall have the right to demand that the Company file a registration statement on Form S-3 so long as the aggregate number of shares to be offered and sold under such registration statement on Form S-3 is at least $5.0 million. The Company is only obligated to file one registration statement in connection with the exercise of such Form S-3 registration rights. These registration rights are subject to specified conditions and limitations, including the Company’s ability to defer the filing of a registration statement with respect to an exercise of such Form S-3 registration rights for up to 90 days under certain circumstances.

Piggyback Registration Rights

If the Company proposes to register the offer and sale of any of its securities under the Securities Act of 1933, as amended, either for its own account or for the account of other stockholders, Mr. James will have the right, subject to certain exceptions, to include his registrable shares in the registration statement. The Company is only obligated to register shares in connection with Mr. James’ exercise of these piggyback registration rights with respect to one registration. This registration right is subject to specified conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration statement under certain circumstances.

Expenses of Registration

The Company will pay all expenses relating to any registration of shares under the Registration Rights Agreement and Mr. James will be responsible for paying all selling expenses, including underwriting discounts and selling commissions.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Registration Rights Agreement, which is attached as Exhibit 10.3 and incorporated herein by reference.

Item 2.02. Results of Operations and Financial Condition.

On March 1, 2022, the Company issued a press release announcing its financial results for the fiscal quarter and year ended January 31, 2022 and certain other information. The full text of the press release is set forth in Exhibit 99.1 hereto. The information in this Current Report on Form 8-K and the attached exhibit are furnished to, but not filed with, the Securities and Exchange Commission.

The information in Item 2.02 of this Current Report on Form 8-K (including the accompanying Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Items 1.01 and 5.07 of this Current Report on Form 8-K is incorporated herein by reference.

On February 28, 2022, the Company appointed John Mellor as the Company’s Chief Executive Officer, effective March 1, 2022. Mr. Mellor succeeds Mr. James, who has served as the Company’s Chairman and Chief Executive Officer since inception. Mr. James will step down from his duties as Chairman and Chief Executive Officer and resign as a member of the Board effective March 1, 2022. On March 1, 2022, Mr. Mellor was elected a director of the Company, effective March 1, 2022, filling the vacancy caused by Mr. James’ resignation, with an initial term expiring at the 2022 Meeting. Carine Clark will become the Company’s Chairman effective March 1, 2022.

Mr. Mellor, age 55, has previously served as the Company’s Chief Strategy Officer since April 2019. Before joining the Company, Mr. Mellor served as Adobe Inc.’s Vice President, Strategy & Business Operations from January 2018 to April 2019 and as its Vice President, Strategy, Alliances & Marketing from October 2009 to January 2018. Mr. Mellor previously served as Omniture Inc.’s Executive Vice President, Strategy & Business Development for six years before Omniture was acquired by Adobe. Mr. Mellor holds an M.B.A. in marketing and finance and a B.S. in mechanical engineering from Brigham Young University.

Mr. Mellor is continuing under the terms of his existing compensation arrangements with the Company. There are no family relationships between Mr. Mellor and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than with respect to his employment with the Company, there are no transactions between Mr. Mellor or any member of his immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between Mr. Mellor and any other persons pursuant to which Mr. Mellor was selected as the Chief Executive Officer of the Company.

On February 28, 2022, the Board also promoted Catherine Wong, the Company’s Executive Vice President, Engineering, to Chief Operating Officer, effective March 1, 2022. Ms. Wong is continuing under the terms of her existing compensation arrangements

with the Company. There are no family relationships between Ms. Wong and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than with respect to her employment with the Company, there are no transactions between Ms. Wong or any member of her immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, there are no arrangements or understandings between Ms. Wong and any other persons pursuant to which Ms. Wong was selected as the Chief Operating Officer of the Company. For more information on Ms. Wong’s experience and qualifications, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2021 (the “2021 Proxy Statement”).

In addition, on March 1, 2022, the size of the Board was set at eight directors and John Pestana was elected as a director to fill the newly created directorship, effective March 1, 2022, with an initial term expiring at the 2022 Meeting. Mr. Pestana will participate in the Company’s outside director compensation policy, as described in the 2021 Proxy Statement, and will enter into a standard indemnification agreement in the form previously approved by the Board. There are no family relationships between Mr. Pestana and any director or executive officer of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than with respect to his employment with the Company, there are no transactions between Mr. Pestana or any member of his immediate family, on the one hand, and the Company or any of its subsidiaries, on the other hand, that require disclosure under Item 404(a) of Regulation S-K. Furthermore, other than as described in Item 1.01, there are no arrangements or understandings between Mr. Pestana and any other persons pursuant to which Mr. Pestana was selected as a director.

A copy of the press release announcing Mr. Mellor’s appointment as the Company’s Chief Executive Officer, Ms. Wong’s appointment as the Company’s Chief Operating Officer, Mr. Pestana’s appointment to the Board and Ms. Clark’s transition to Chairman of the Board is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

On March 1, 2022, the holders of 3,263,659 shares of the Company’s Class A common stock and 312,053 shares of the Company’s Class B common stock, acting by written consent, approved resolutions (i) increasing the size of the Board to eight directors; (ii) electing John Mellor as a director of the Company, effective March 1, 2022; and (iii) electing John Pestana as a director of the Company, effective March 1, 2022.

Item 7.01. Regulation FD Disclosure.

On March 1, 2022, the Company provided written notice, in accordance with Section 228(e) of the General Corporation Law of the State of Delaware (“Section 228(e)”), to the stockholders of the Company entitled to receive such notice under Section 228(e). A copy of this notice is furnished as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including the accompanying Exhibit 99.3) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1						Letter Agreement, dated as of March 1, 2022, by and among the Company, Joshua James, Cocolalla, LLC and Cinnamon Birch, LLC
10.2						Separation and Transition Agreement, dated as of March 1, 2022, by and between the Company and Joshua James
10.3						Registration Rights Agreement, dated as of March 1, 2022, by and between the Company and Joshua James
99.1						Press Release of Domo, Inc. dated March 1, 2022
99.2						Press Release of Domo, Inc. dated March 1, 2022
99.3						Notice to Certain Stockholders under Section 228(e) of the General Corporation Law of the State of Delaware
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DOMO, INC.

Date: March 1, 2022

By:

/s/ Bruce Felt

Bruce Felt

Chief Financial Officer

Exhibit 10.1

Execution Version

Domo, Inc.

772 East Utah Valley Drive

American Fork, UT 84003

March 1, 2022

Joshua G. James

[* * *]

Dear Mr. James:

This letter (this “Agreement”) constitutes the agreement between Domo, Inc. (“Company”) and you. Company and you are collectively referred to as the “Parties.”

1.Board Matters.

(a)Director Appointment. Effective upon the execution and delivery of this Agreement, you and Company’s board of directors (the “Board”) will take all action necessary (including increasing the size of the Board) to appoint John Pestana (the “Designee”) to the Board. Subject to the terms of this Agreement, and Designee’s willingness to serve, the Board will include the Designee on the Board’s slate of director nominees standing for election at Company’s 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The Board will recommend that Company’s stockholders vote, and will solicit proxies, in favor of the election of the Designee at the 2022 Annual Meeting and otherwise support the Designee for election in a manner no less rigorous and favorable than the manner in which Company supports its other director nominees at the 2022 Annual Meeting. The Designee will be appointed to such committees of the Board, if any, as determined from time to time by the Board. Company shall hold the 2022 Annual Meeting no later than June 30, 2022.

(b)Replacement of the Designee. Until the Termination Date, if the Designee ceases to serve as a director for any reason, you will have the right to identify a new independent director to replace the Designee for the remainder of the Designee’s term as a director (a “Replacement Designee”). The Replacement Designee shall (i) be qualified to serve as a member of the Board under all applicable corporate governance policies or guidelines of Company and the Board; (ii) not be party to any agreement, arrangement or understanding, written or oral, with you or your Affiliates or Associates regarding such Replacement Designee’s service on the Board; (iii) meet the independence requirements with respect to Company of the listing rules of Company’s principal securities exchange and the Securities and Exchange Commission (the “SEC”); and (iv) have complied with Company’s reasonable procedures (as in effect from time to time) for director candidates (including the completion of Company’s standard form of a directors and officers questionnaire, successfully undergoing a customary background check used by Company (in the good faith determination of the Board), and participating in interviews with, as requested, the members of the Nominating and Corporate Governance Committee (including any successor committee) of the Board, which interviews will be held promptly following identification of a candidate to be the Replacement Designee). Upon the identification of the Replacement Designee and the Replacement Designee’s compliance with the procedures described in clause (iv) of the preceding sentence, the Board will, in good faith, approve or deny any candidate for the Replacement Designee, such approval not to be unreasonably withheld, conditioned or delayed. If the Board declines to approve a candidate to be the Replacement Designee, then you may propose one or more additional candidates to be the Replacement Designee, and the process described in this paragraph 1(b) will continue until a Replacement Designee is approved by the Board. Upon the approval of a Replacement Designee by the Board, you and the Board will promptly, and in any event within two Business Days, take all action necessary (including increasing the size of the Board) to appoint such Replacement

Designee as a director. Upon becoming a member of the Board, the Replacement Designee will be deemed to be the Designee for all purposes of this Agreement.

(c)No Change to Size of the Board. Until the Termination Date, the Board will not expand the size of the Board without your consent.

(d)Replacement Director Consultation. Until the Termination Date, if any member of the Board other than the Designee ceases to serve as a director for any reason (each, a “Non-Designee Director”), then the Board may identify a new director to replace such Non-Designee Director for the remainder of the Non-Designee Director’s term as a director (a “Replacement Director”). Upon the identification of a Replacement Director, you will, in good faith, promptly approve or deny any candidate to be Replacement Director, such approval not to be unreasonably withheld, conditioned or delayed. If you decline to approve a candidate for Replacement Director, then the Board may propose one or more additional candidates to be a Replacement Director, and the process described in this paragraph 1(d) will continue until a Replacement Director is approved by you. Upon the approval of a Replacement Director by you, you and the Board will promptly, and in any event within two Business Days, take all action necessary (including increasing the size of the Board) to appoint such Replacement Director as a director.

2.Recusal. You understand and agree that the Board or any of its committees, in the exercise of its fiduciary duties, may require that the Designee be recused from (and may restrict access to information of Company in respect of) any Board or committee meeting or portion thereof at which the Board or any such committee is evaluating or taking action with respect to (a) this Agreement; (b) any action taken or proposed by you with respect to Company; or (c) any proposed transaction between Company and you.

3.Compliance with Laws and Company Policies. You acknowledge that the Designee will be subject to the same laws, policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board, including Company’s corporate governance guidelines, code of conduct, director resignation, insider trading, related party transaction, Regulation FD and disclosure policies, in each case in effect and as modified from time to time that are applicable to all of Company’s non-employee directors (collectively, the “Laws and Company Policies”).

4.No Fiduciary Restriction. Notwithstanding anything to the contrary in this Agreement, but subject to the Law and Company Policies, Company and you acknowledge that the Designee, during the Designee’s service as a director of Company, will not be prohibited from acting in the Designee’s capacity as a director of Company or from complying with the Designee’s fiduciary duties as a director of Company (including voting as a director on any matter submitted for consideration by the Board or any committee of the Board on which the Designee serves, participating in deliberations or discussions of the Board or any committee of the Board on which the Designee serves, and making suggestions or raising any issues or recommendations to the Board or any committee of the Board on which the Designee serves).

5.Director Benefits. The Designee will be entitled to the same director benefits as other non-employee members of the Board, including (a) compensation for such director’s service as a director and reimbursement of such director’s expenses on the same basis as all other non-employee directors of Company; (b) equity-based compensation grants and other benefits, if any, on the same basis as all other non-employee directors of Company; and (c) the same rights of indemnification and directors’ and officers’ liability insurance coverage as the other non-employee directors of Company as such rights may exist from time to time.

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6.Voting Commitment. At the 2022 Annual Meeting, you, Cocolalla, LLC and Cinnamon Birch, LLC will cause all Voting Securities (as defined below) that are beneficially owned by you and them to be (a) present for quorum purposes and (b) voted (i) in favor of the election of each person nominated by the Board for election as a director; and (ii) against any proposals or resolutions to remove any member of the Board. No later than two Business Days prior to the date of the 2022 Annual Meeting, you will provide to Company evidence reasonably acceptable to Company of compliance with this paragraph 7.

7.Standstill. Until the Termination Date, you will not take, and you will not cause your Affiliates and Associates to take, any action to replace or remove directors or to add directors to the Board (in each case, except as expressly permitted by this Agreement).

8.Non-Disparagement. Until the Termination Date, Company and you shall each refrain from making, and shall instruct its and your respective Affiliates and its and your respective directors and executive officers, not to make or cause to be made any statement or announcement, including in any document or report filed with or furnished to the SEC or through the press, media, analysts or other persons, that constitutes an ad hominem attack on, or otherwise disparages, defames, slanders, impugns or is reasonably likely to damage the reputation of, (a) in the case of statements or announcements by you or your related parties: the Company or any of its Affiliates, subsidiaries or advisors, or any of its or their respective current or former officers, directors or employees, and (b) in the case of statements or announcements by Company or its related parties: your or any of your Affiliates or advisors, or any of their respective current or former officers, directors, members, general partners or employees. The restrictions in this paragraph shall not (a) apply to (i) any compelled testimony or production of information, whether by legal process, subpoena or as part of a response to a request for information from any governmental or regulatory authority with jurisdiction over the party from whom information is sought, in each case, to the extent required, or (ii) any disclosure that such party reasonably believes, after consultation with outside counsel, to be legally required by applicable law, rules or regulations; (b) prohibit any party from reporting what it reasonably believes, after consultation with outside counsel, to be violations of federal law or regulation to any governmental authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder; (c) efforts to enforce either party's rights pursuant to this Agreement; or (d) corrections to any public statement made by or on behalf of the other party or its Affiliates in violation of this paragraph.

9.Transferees of Capital Stock. If you or your Affiliates consummate any Permitted Transfers (as defined in the Company’s certificate of incorporation) of Voting Securities, the Transferees in such Permitted Transfers shall execute a written joinder to this Agreement in a form reasonably satisfactory to Company, to be bound by this Agreement.

10.Expenses. All fees, costs and expenses incurred in connection with this Agreement will be paid by the Person incurring such fee, cost or expense.

11.Public Disclosure.

(a)Press Release. No later than 3:00 p.m., Pacific time, on March 1, 2022, Company will issue a press release in the form attached as Exhibit A (the “Press Release”). Neither Company nor you will (i) make any public statements with respect to the matters covered by this Agreement or in any other filing with the SEC, any other regulatory or governmental agency, any stock exchange or in any materials that would reasonably be expected to be filed with the SEC) that are inconsistent with, or otherwise contrary to, the statements in the Press Release; or (ii) speak on the record or on background with the media about the other Party or any of its respective Affiliates, Associates, subsidiaries, successors or assigns, or any of its or their respective current or former officers, directors, employees, stockholders, agents, attorneys,

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advisors or representatives. Prior to the issuance of the Press Release, neither Company nor you will issue any press release or public announcement regarding this Agreement or take any action that would require public disclosure of this Agreement.

(b)Form 8-K. Company will promptly prepare and file (but not before the issuance of the Press Release) with the SEC a Current Report on Form 8-K (the “Form 8-K”) reporting the entry into this Agreement. All disclosure in the Form 8-K will be consistent with this Agreement. Company will provide you and your counsel with a reasonable opportunity to review and comment on the Form 8-K prior to filing, and will consider in good faith any changes proposed by you or your counsel.

12.Definitions. As used in this Agreement, the following terms have the following meanings:

(a)“Affiliate” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include Persons who become Affiliates of any Person after the date of this Agreement.

(b)“Associate” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and will include Persons who become Associates of any Person after the date of this Agreement, but will exclude any Person not controlled by or under common control with the related Person.

(c)“beneficially own,” “beneficially owned” and “beneficial ownership” has the meaning set forth in Rule 13d-3 and Rule 13d-5(b)(1) promulgated under the Exchange Act.

(d)“Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of San Francisco is closed.

(e)“Person” will be interpreted broadly to include, among others, any individual, general or limited partnership, corporation, limited liability or unlimited liability company, joint venture, estate, trust, group, association or other entity of any kind or structure

(f)“Voting Securities” means the shares of Company’s capital stock and any other securities of Company entitled to vote in the election of directors, or securities convertible into, or exercisable or exchangeable for, such shares or other securities, whether or not subject to the passage of time or other contingencies.

13.Termination. This Agreement will terminate upon the earlier of 11:59 p.m., Pacific time on (a) March 2, 2023 and (b) the fifth day prior to the deadline for the submission of stockholder nominations of directors and business proposals for Company’s 2023 Annual Meeting of Stockholders (the “Termination Date”).

14.Interpretations. The words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation.” Unless the context requires otherwise, “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Any agreement, instrument, law, rule or statute defined or referred to in this Agreement means, unless otherwise indicated, such agreement, instrument, law, rule or statute as from time to time amended, modified or supplemented. The measure of a period of one month or year for purposes of this Agreement will be the day of the following month or year corresponding to the starting date. If no corresponding date exists, then the end date of such period being measured will be the next actual day of the following month or year

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(for example, one month following February 18 is March 18 and one month following March 31 is May 1).

15.Your Representations. You represent that you (a) have the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind such Person; (b) this Agreement has been duly authorized, executed and delivered by you and is a valid and binding obligation of you, enforceable against you in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (c) this Agreement does not and will not violate any law, any order of any court or other agency of government, its organizational documents or any provision of any agreement or other instrument to which you or any of your properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever; (d) as of the date of this Agreement, you have not, directly or indirectly, compensated or entered into any agreement, arrangement or understanding to compensate any person for his or her service as a director of Company with any cash, securities (including any rights or options convertible into or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement) or other form of compensation directly or indirectly related to Company or its securities; and (e) as of the date of this Agreement, you (i) are the beneficial owner of an aggregate of 3,263,659 shares of Company’s Class A common stock and of 312,053 shares of Company’s Class B common stock; (ii) have voting authority over such shares; and (iii) own no other equity or equity-related interest in Company, other than as set forth in Schedule A to the Separation and Transition Agreement of even date herewith.

16.Representations of Company. Company represents that (a) its authorized signatory set forth on the signature page to this Agreement has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Company, (b) this Agreement has been duly authorized, executed and delivered by it and is a valid and binding obligation of Company, enforceable against Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles; (b) this Agreement does not require the approval of the stockholders of Company; and (c) this Agreement does not and will not violate any law, any order of any court or other agency of government, Company’s certificate of incorporation or bylaws, each as amended from time to time, or any provision of any agreement or other instrument to which Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any material lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever. Company has not taken any actions with respect to any matters related to this Agreement that require disclosure on a Current Report on Form 8-K prior to the date of this Agreement that have not previously been disclosed.

17.Specific Performance. Each Party acknowledges and agrees that money damages would not be a sufficient remedy for any breach (or anticipatory breach) of this Agreement by it and that, in the event of any breach or anticipatory breach of this Agreement, (a) the Party seeking specific performance may seek injunctive and other equitable relief, without proof of actual damages; (b) the Party against whom specific performance is sought will not plead in defense that there would be an adequate remedy at law; and (c) the Party against whom specific performance is sought agrees to waive any applicable right or requirement that a bond be posted.

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Such remedies will not be the exclusive remedies for a breach of this Agreement and will be in addition to all other remedies available at law or in equity.

18.Entire Agreement; Binding Nature; Assignment; Waiver. This Agreement constitutes the only agreement between the Parties with respect to the subject matter of this Agreement and it supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. This Agreement binds, and will inure to the benefit of, the Parties and their respective successors and permitted assigns. No Party may assign or otherwise transfer either this Agreement or any of its rights, interests, or obligations under this Agreement without the prior written approval of the other Party. Any purported transfer requiring consent without such consent is void. No amendment, modification, supplement or waiver of any provision of this Agreement will be effective unless it is in writing and signed by the affected Party, and then only in the specific instance and for the specific purpose stated in such writing. Any waiver by any Party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right to insist upon strict adherence to that term or any other term of this Agreement in the future.

19.Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, then the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement that is held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable, and this Agreement will otherwise be construed so as to effectuate the original intention of the Parties reflected in this Agreement. The Parties further agree to replace such invalid or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the purposes of such invalid or unenforceable provision.

20.Governing Law; Forum. This Agreement is governed by and will be construed in accordance with the laws of the State of Delaware. In the event of a dispute over this Agreement, each of the Parties (a) irrevocably and unconditionally consents to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of Delaware and any appellate court thereof (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware and any appellate court thereof will have exclusive personal jurisdiction); (b) agrees that it will not challenge such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it will not bring any action relating to this Agreement or otherwise in any court other than the such courts; and (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum. The Parties agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in paragraph 24 or in such other manner as may be permitted by applicable law, will be valid and sufficient service thereof.

21.Waiver of Jury Trial. EACH OF THE PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT. No Party will seek to consolidate any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived; except in those instances where a counterclaim or cross-claim is compulsory under applicable court rules, and cannot be separately filed, and failure to bring such claim would result in waiver of the claim.

22.Third Party Beneficiaries. This Agreement is solely for the benefit of the Parties and is not enforceable by any other Person.

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23.Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly delivered and received (a) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid; (b) one Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (c) immediately upon delivery by hand; or (d) on the date sent by email (except that notice given by email will not be effective unless either (i) a duplicate copy of such email notice is promptly given by one of the other methods described in this paragraph 24 or (ii) the receiving Party delivers a written confirmation of receipt of such notice either by email or any other method described in this paragraph 24 (excluding “out of office” or other automated replies)). The addresses for such communications are as follows. At any time, any Party may, by notice given to the other Parties in accordance with this paragraph 24, provide updated information for notices pursuant to this Agreement.

If to Company:

Domo, Inc.

772 East Utah Valley Drive

American Fork, UT 84003

Attn: Chief Legal Officer

Email: dan.stevenson@domo.com

with a copy (which will not constitute notice) to:

Wilson Sonsini Goodrich & Rosati

Professional Corporation

701 Fifth Avenue, Suite 5100

Seattle, WA 98104

Attn: Patrick J. Schultheis

Michael Nordtvedt

Douglas K. Schnell

Email: pschultheis@wsgr.com, mnordtvedt@wsgr.com, dschnell@wsgr.com

If to you:

Joshua G. James

[* * *]

Email: [* * *]

with a copy (which will not constitute notice) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attn: Joseph L. Johnson III

Alexis Coll-Very

Andrew H. Goodman

Email: jjohnson@goodwinlaw.com

acollvery@goodwinlaw.com

agoodman@goodwinlaw.com

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24.Representation by Counsel. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed this Agreement with the advice of such counsel. Each Party and its counsel cooperated and participated in the drafting and preparation of this Agreement, and any and all drafts of this Agreement exchanged among the Parties will be deemed the work product of all of the Parties and may not be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application and is expressly waived by each of the Parties, and any controversy over interpretations of this Agreement will be decided without regard to events of drafting or preparation.

25.Counterparts. This Agreement and any amendments to this Agreement may be executed in one or more textually identical counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or by an electronic signature service (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.

26.Headings. The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement.

[Signature page follows.]

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Very truly yours,

DOMO, INC.

By: /s/ Dan Stevenson

Name: Dan Stevenson

Title: Chief Legal Officer

ACCEPTED AND AGREED

as of the date written above:

JOSHUA G. JAMES

/s/ Joshua G. James

Solely for purposes of paragraphs 6 and 7:

COCOLALLA, LLC

By: /s/ Joshua G. James

Name: Joshua G. James
Title: Managing Member

CINNAMON BIRCH, LLC

By: /s/ Joshua G. James

Name: Joshua G. James
Title:

[Signature Page to Letter Agreement]

EXHIBIT A

Form of Press Release

[see attached]

Exhibit 10.2

March 1, 2022

Joshua James

VIA EMAIL

Re: Separation and Transition Agreement

Dear Josh:

This letter confirms the agreement (“Agreement”) between you and Domo, Inc. (the “Company”) concerning the terms of your employment separation and transition from the Company.

1.Employment Separation, Board Resignation and Transition Period.

a. Employment Separation. You hereby resign your employment, and the Company hereby accepts such resignation, effective as of March 1, 2022 (the “Employment Separation Date”). Upon such resignation, you will be deemed to have resigned from any and all officer and director roles with the Company and its subsidiaries (including without limitation as provided in subsection b. below) without any further action required by you, provided that you agree to execute any documents as may be reasonably requested by the Company to reflect such resignation.

b. Board Resignation. You hereby resign your position as Chairman of the Board of Directors and as a member of the Board of Directors of the Company (the “Board”), effective as of March 1, 2022.

c. Transition Period. During the period beginning immediately following the Employment Separation Date through March 21, 2022, you will provide advisory transitional services as mutually agreed upon between you and the Company’s Chief Executive Officer or the Board (such actual period you provide such transitional services, the “Transition Period”). In performing the advisory transition services, you will be an independent contractor and not an employee or agent of the Company. The Company will share confidential information with you as it deems necessary to effectively carry out the advisory transition services. During the Transition Period, your Company Equity Awards (as defined below) will also continue to vest. Provided you timely execute and do not revoke the Second Release (attached hereto as Exhibit One), you will receive the additional consideration set forth in the Second Release.

2.Company Equity Awards. You previously were granted certain equity awards covering shares of the Company’s Class B common stock (“Shares”) under the Company’s 2018 Equity Incentive Plan and 2011 Equity Incentive Plan (the “Plans”) and applicable award agreements thereunder, that are outstanding as of the date first set forth above, as specified in Schedule A attached hereto (the “Equity Awards,” and such plans and agreements, the “Award Documents”). You and the Company agree that there is no break in your service due to your movement to an advisor role and your Equity Awards will continue vesting through the Transition Period but otherwise will cease vesting upon termination of the Transition Period (and in any case no later than March 21, 2022). Any Equity Awards or portions thereof that have not vested through the last day of the Transition Period will be forfeited permanently and you will have no further rights with respect to such Equity Awards (or portions thereof) or Shares subject thereto. Except as provided in this Section 2 and Section 3 below, your Equity Awards remain subject to the terms and conditions of the Award Documents.

3.Option Extension. If you comply fully with your legal and contractual obligations to the Company, then the Company will provide you with the following option

extension. The post-termination exercise period of your Equity Awards that are stock options to purchase Shares that are vested and outstanding as of the last day of the Transition Period (each, an “Option”) will be extended such that the Options will remain outstanding and exercisable through December 31, 2023, provided that in no event will any Option remain outstanding beyond the maximum term of the Option, and provided further that all Options are subject to earlier termination as set forth in the Plan under which the applicable Option was granted.

4.Employee Benefits; No Other Monies Owed. Your health insurance benefits will cease on March 31, 2022, subject to your right to continue your health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law (“COBRA”). Your participation in all benefits and incidents of employment, including without limitation, vesting in equity-based compensation (except as provided in Sections 2 and 3 herein), the accrual of bonuses, vacation, and paid time off, will cease as of the Employment Separation Date. You acknowledge that, except as expressly provided in this Agreement, you have not earned, and will not receive from the Company, any additional compensation, severance, or benefits on or after the Employment Separation Date, with the exception of any vested right you may have under the express terms of a written ERISA-qualified benefit plan. By way of example, you acknowledge that you have not earned and are not owed any equity, bonus, incentive compensation, severance benefits, or commissions. You expressly acknowledge and agree that you are not owed any severance benefits under your Change in Control and Severance Agreement with the Company, executed by you on June 17, 2018. You further acknowledge and agree that you are responsible for attorneys’ fees and costs for counsel you engaged prior to or in connection with executing this Agreement and that you will not seek reimbursement from the Company or its insurers for any such attorneys’ fees and costs.

5.Hold Notice Obligations. By the Employment Separation Date and in order to comply with our existing hold notice obligations, you agree to conduct a diligent search and provide your counsel with all hard copy documents containing Company information and any computer, mobile device, hard drive, or other storage device (“Devices”) that contains or did contain Company information or was otherwise used for Company business, including any otherwise personal devices. You agree that your counsel will obtain forensic images of these Devices, and after validating that these images were successful, delete the Company information from these Devices before returning them to you. You agree that your counsel will retain these forensic images and hard copy documents until you are notified by the Company that all applicable hold notices and your corresponding preservation obligations are lifted.

6.Cooperation. You agree that following the Transition Period, you will make yourself available, upon reasonable notice and under reasonable conditions, to assist the Company with respect to matters of which you were personally involved or had personal knowledge while employed by the Company. Without limitation, such assistance may include signing documents, providing information or documents, cooperating with investigations, negotiations, lawsuits or administrative proceedings involving the Company, preparing for and giving testimony, including written declarations or statements.

7.Confidential Information. You hereby acknowledge that, except as expressly set forth herein, you are bound by your post-employment obligations in the attached At-Will Employment, Confidential Information, Invention Assignment, Nonsolicitation and Arbitration Agreement (attached hereto as Exhibit Two), which you confirmed in your June 17, 2018 Confirmatory Employment Letter with the Company. You acknowledge and agree that as a result of your employment with the Company you have had access to the Company’s Confidential Information (as defined in the agreement), that you will hold all Confidential Information in strictest confidence and that you will not make use of such Confidential Information on behalf of anyone. You further expressly acknowledge and agree that you will continue to be bound by your non-solicitation obligations to the Company for a period of 12 months from the date of this

Agreement, subject to certain exceptions as expressly agreed upon between you and the Company’s CEO. Further, pursuant to this Agreement, you will not be subject to your non-competition obligations to the Company, though at all times you acknowledge and agree that you will abide by your ongoing confidentiality obligations.

8.General Release and Waiver of Claims. In exchange for the consideration set forth herein, you hereby bind yourself and your heirs, beneficiaries, trustees, administrators, executors, assigns, agents and legal representatives (collectively, the “Releasors”), and hereby waive and release to the maximum extent permitted by applicable law any and all claims or causes of action, whether known or unknown, against the Company and/or its predecessors, successors, past or present parents or subsidiaries, affiliated companies, or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective past or present insurers, officers, directors, agents, attorneys, employees, shareholders, investors, assigns and employee benefit plans (collectively with the Entities, the “Released Parties”), with respect to any matter, including, without limitation, any matter related to your employment with or service to the Company.

This waiver and release includes, without limitation, claims under the Employee Retirement Income Security Act (ERISA); claims for attorneys’ fees or costs; any and all claims for or related to stock, stock options, RSUs or other equity securities of the Company; penalties claims; wage and hour claims; statutory claims; tort claims; contract claims; claims of wrongful discharge, constructive discharge, emotional distress, defamation, conversion, invasion of privacy, fraud, promissory estoppel, misrepresentation, breach of contract, breach of fiduciary duty, and breach of the covenant of good faith and fair dealing; claims for retaliation; claims related to discrimination or harassment based on any protected basis, under Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Utah Antidiscrimination Act or any other federal, state, or local law prohibiting discrimination, harassment or retaliation; and claims under all other federal, state and local laws, ordinances and regulations.

Notwithstanding the foregoing, the following are not included in the released claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to your applicable written indemnification agreement with the Company dated June 28, 2018 and under the charter, bylaws or operating agreements of the Company, or under applicable law, except as limited by Paragraph 10 below; (ii) any rights which cannot be waived as a matter of law; (iii) any rights you have to file or pursue a claim for workers’ compensation or unemployment insurance; (iv) any claims arising from the breach of this Agreement; and (v) any claims arising after the date you sign this Agreement.

You agree not to pursue any action nor seek damages or any other remedies for any released claims. You agree to execute any and all documents necessary to request dismissal or withdrawal, or to opt-out, of such claims with prejudice. Further, you agree not to participate in, seek to recover in, or assist in any litigation or investigation by other persons or entities against the Released Parties, except if served with a subpoena or as otherwise required by law.

You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local government agency or commission (“Government Agencies”). You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without subpoena or notice to the Company. This Agreement does not limit your right to receive an award for information provided to any Government Agencies. You agree you will not

knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Released Parties, unless under a subpoena or other court order to do so. You agree both to immediately notify the Company upon receipt of any such subpoena or court order, except as set forth above regarding cooperation with Government Agencies. Nothing herein 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.Waiver of Unknown Claims. You acknowledge that you are represented by counsel and are familiar with the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in the releasor’s favor at the time of executing the release, which, if known by the releasor, must have materially affected the releasor’s settlement with the Released Parties. You, being aware of said principle, agree to expressly waive any right you may have to that effect, as well as under any other statute or common law principles of similar effect.

10.Company Release. In consideration for you signing this Agreement, the Company hereby waives and releases to the maximum extent permitted by applicable law any and all claims or causes of action against you, including without limitation any claims or causes of action against you related to any matter arising from your employment with or service to the Company, whether known or unknown, through the execution of this Agreement, except for the claims asserted in the shareholder derivative action captioned Zalvin v. James, et al., Case No. 2021-0672-KSJM, pending in the Delaware Court of Chancery (or similar claims or matters arising out of the same alleged facts), any claims related to criminal conduct, material breaches of company policy, fraud, misappropriation or taking of the Company’s confidential and/or trade secret information. You and the Company agree that the Company’s indemnification obligations to you, if any, pursuant to your indemnification agreements with the Company and/or under the charter, bylaws or operating agreements of the Company, exclude any claims related to criminal conduct, material breaches of company policy, fraud, misappropriation or taking of the Company’s confidential and/or trade secret information. For the avoidance of doubt, the claims excluded from the Company’s indemnification obligations, if any, do not include claims asserted in Zalvin v. James, et al., Case No. 2021-0672-KSJM (or similar claims or matters arising out of the same alleged facts), Volonte v. Domo, Inc. et al., Civil No. 190401778, Appeal No. 20210388 (or similar claims or matters arising out of the same alleged facts), or any other currently pending investigation or lawsuit related to purported violations of the federal securities laws.

Although nothing contained in this Agreement shall be construed or purported to acknowledge that you are a controlling person of the Company, the Company recognizes that in the future you may be subject to liability by reason of your status (or alleged status) as a controlling person of the Company. The Company hereby agrees that it shall indemnify you to the fullest extent of applicable law, if you are, or are threatened to be made, solely as a result of your position as a purported controlling shareholder in the Company: (a) a party to or a participant in any Proceeding, other than a Proceeding by the Company to procure a judgment in its favor; (b) a party to or a participant in any Proceeding by a third-party on behalf of the Company to procure a judgment in favor of the Company; or (c), a witness in any Proceeding to which Indemnitee is not a party. For the avoidance of doubt, such indemnification shall include all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by you or on your behalf in connection with such Proceeding or any claim, issue or matter therein, unless a court of competent jurisdiction determines you did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, that you did not have reasonable cause to believe that your conduct was unlawful.

11.Non-Disclosure. Except if required by law or if the specific information is publicly available due to your role as a former Section 16 Officer, you agree that you will not disclose to others the terms and conditions of this Agreement, including any negotiations or the facts and circumstances leading up to it, except that you may disclose such information, on express condition of confidentiality, to your spouse and to your attorney or accountant in order for such individuals to render services to you. The Company agrees that, apart from publicly available information, the Company will not disclose to others the terms and conditions of this Agreement, including any negotiations or the facts and circumstances leading up to it, except as required by law or regulation, as required in legal proceedings, as requested by governmental agencies, for legitimate business purposes or to others bound by confidentiality obligations to the Company.

12.Arbitration Agreement. Any unresolved controversy or claim arising out of or relating to this Agreement shall be submitted to arbitration under the Commercial Rules of the American Arbitration Association (the “AAA”) in effect as of the date of this Agreement. Arbitration shall be by a single arbitrator mutually agreed upon by the parties; if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by AAA, then by one arbitrator who is chosen by the AAA in accordance with the Commercial Rules. The arbitration shall take place in the State of Utah, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Before engaging in arbitration, you and the Company agree to first attempt to resolve the dispute informally or with the assistance of a neutral third-party mediator. You and the Company each acknowledge that by agreeing to this arbitration procedure, you and the Company waive the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. The arbitrator, and not a court, shall also be authorized to determine arbitrability. Claims will be governed by applicable statutes of limitations. The arbitrator may in his or her discretion award attorneys’ fees and costs to the prevailing party. This arbitration agreement does not cover any action seeking only emergency, temporary or preliminary injunctive relief (including a temporary restraining order) in a court of competent jurisdiction in accordance with applicable law to protect a party’s confidential or trade secret information. This arbitration agreement shall be construed and interpreted in accordance with the Federal Arbitration Act.

13.No Admission. 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 any of the Released Parties.

14.Complete and Voluntary Agreement. This Agreement, together with the other agreements as referenced herein, as well as your March 1, 2022 Registration Rights Agreement with the Company and your March 1, 2022 Cooperation Agreement with the Company, constitute the entire agreement between you and the Company 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 the Released Parties 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. Further, you acknowledge that you have been represented by counsel with respect to this Agreement and that this is a negotiated agreement.

15.Severability. The provisions of this Agreement are severable. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and such invalidity or unenforceability shall not affect any other provision of this Agreement, the balance of which will remain in and have its intended full force and effect;

provided, however that if such invalid or unenforceable provision may be modified so as to be valid and enforceable as a matter of law, such provision shall be deemed to have been modified so as to be valid and enforceable to the maximum extent permitted by law.

16.Miscellaneous. 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 you and an authorized representative of the Company. 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 via DocuSign or a similar service, or of a facsimile copy or scanned image shall have the same force and effect as execution of an original, and an electronic or facsimile signature or scanned image of a signature shall be deemed an original and valid signature.

17.Governing Law. Except as to the arbitration agreement, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

18.Effective Date. This Agreement is effective on the date it is signed by both parties (the “Effective Date”).

[signature page follows]

Sincerely,

Domo, Inc.

By: /s/ Dan Stevenson

Dan Stevenson

Chief Legal Officer

Domo, Inc. Board of Directors

READ, UNDERSTOOD AND AGREED TO:

/s/ Joshua James

Joshua James

March 1, 2022

Date

Exhibit One: Second Release

Exhibit Two: At-Will Employment, Confidential Information, Invention Assignment, Nonsolicitation and Arbitration Agreement

Schedule A: Equity Awards

Exhibit One

Second Release

(To be signed and returned to the Company on March 21, 2022)

This Second Release agreement (“Second Release”), which is Exhibit 1 to the separation and transition agreement (the “Agreement”) is entered into by and between you, Joshua James, and Domo, Inc. (the “Company”). Any term not otherwise defined herein shall have the meaning ascribed in the Agreement.

1. Consideration. In exchange for the promises and commitments in the Agreement and your compliance with all terms and conditions of the Agreement and this Second Release, and provided you timely sign and return (and do not revoke) this Second Release, the Company will grant you a limited, non-exclusive, non-transferable right through February 28, 2024 to a Domo Unlimited Internal Authorized User License for startup companies that you are leading. In each instance, your startup company shall enter into a Domo Service Order with the Company and will be subject to its terms and conditions. The Unlimited Internal Authorized User License is for use solely in connection with your startup company’s internal business operations. At any time during the Unlimited Internal Authorized User License term, if your startup company’s total employee count increases due to merger or acquisition by five percent or more, then it may not deploy any additional Authorized User licenses before agreeing with the Company on additional license fees.

2. General Release and Waiver of Claims. In exchange for the consideration set forth in this Second Release, you hereby bind yourself and your heirs, beneficiaries, trustees, administrators, executors, assigns, agents and legal representatives (collectively, the “Releasors”), and hereby waive and release to the maximum extent permitted by applicable law any and all claims or causes of action, whether known or unknown, against the Company and/or its predecessors, successors, past or present parents or subsidiaries, affiliated companies, or related entities (collectively, including the Company, the “Entities”) and/or the Entities’ respective past or present insurers, officers, directors, agents, attorneys, employees, shareholders, investors, assigns and employee benefit plans (collectively with the Entities, the “Released Parties”), with respect to any matter, including, without limitation, any matter related to your employment with or service to the Company.

You understand that nothing in this Second Release limits your ability to file a charge or complaint with Government Agencies. You further understand that this Second Release does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without subpoena or notice to the Company. This Second Release does not limit your right to receive an award for information provided to any Government Agencies. You agree you will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Released Parties, unless under a subpoena or other court order to do so. You agree both to immediately notify the Company upon receipt of any such subpoena or court order, except as set forth above regarding cooperation with Government Agencies. Nothing herein shall prohibit or impair you or the Company from complying with all applicable laws, nor shall this Second Release be construed to obligate either party to commit (or aid or abet in the commission of) any unlawful act.

3. Waiver of Unknown Claims. You acknowledge that you are represented by counsel and are familiar with the principle that a general release does not extend to claims that the releasor does not know or suspect to exist in the releasor’s favor at the time of executing the release, which, if known by the releasor, must have materially affected the releasor’s settlement with the Released Parties. You, being aware of said principle, agree to expressly waive any right you may have to that effect, as well as under any other statute or common law principles of similar effect.

4. ADEA Waiver. You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the Federal Age Discrimination in Employment Act (“ADEA Waiver”) and that the consideration given for the ADEA Waiver is in addition to anything of value to which you are already entitled. You further acknowledge that: (a) your ADEA Waiver does not apply to any claims that may arise after you sign this Second Release; (b) you have a right to and should consult with an attorney prior to executing this Second Release; (c) you have 21 calendar days within which to consider this Second Release; (d) you have 7 calendar days following the execution of the Second Release to revoke it; and (e) the Second Release will not be effective until the eighth day after you sign it provided that you have not revoked it. You agree that any modifications, material or otherwise, made to this Second Release do not restart or affect in any manner the original 21-day consideration period. To revoke the Second Release, you must email a written notice of revocation to Dan.Stevenson@domo.com prior to the end of the 7-day period. You acknowledge that your consent to this Second Release is knowing and voluntary.

5. Incorporation of Agreement Provisions. You and the Company agree that the Agreement’s provisions regarding Nondisparagement, Non-Disclosure, Arbitration Agreement, No Admission, Severability, Miscellaneous and Governing Law are incorporated herein and apply to this Second Release.

6. Complete and Voluntary Agreement. This Second Release, together with the Agreement, the other agreements as referenced therein, as well as your March 1, 2022 Registration Rights Agreement with the Company and your March 1, 2022 Cooperation Agreement with the Company, constitute the entire agreement between you and the Company 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 the Released Parties 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 the Agreement and Second Release for the purpose of inducing you to execute the Second Release, and you acknowledge that you have executed this Second Release in reliance only upon such promises, representations and warranties as are contained herein, and that you are executing it voluntarily,

free of any duress or coercion. Further, you acknowledge that you have been represented by counsel with respect to this Second Release and that this is a negotiated agreement.

Understood, Accepted, and Agreed To:

Joshua James

Date

Exhibit Two

At-Will Employment, Confidential Information, Invention Assignment, Nonsolicitation and Arbitration Agreement

[see attached]

Schedule A

Equity Awards

Type of Equity Award

Grant Date

Plan

Per Share Exercise Price

Number of Shares Subject to Equity Award as Granted

Number of Shares Under Equity Award That Vested*

Number of Shares Under Equity Award That Remain Unvested*

Non-Qualified Stock Option

09/04/2014

2011 Equity Incentive Plan

$25.50

616,921

—

Restricted Stock Unit

03/05/2020

2018 Equity Incentive Plan

N/A

600,000

300,000

Restricted Stock Unit

03/09/2021

2018 Equity Incentive Plan

N/A

120,000

30,000

90,000

* Through and as of March 21, 2022, provided that you remain employed with, or provide transition services to, the Company through such date.

Exhibit 10.3

Execution Version

DOMO, INC.

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made as of March 1, 2022, by and between Domo, Inc., a Delaware corporation (the “Company”) and Joshua G. James (the “Stockholder”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.

RECITAL

WHEREAS: The Company and the Stockholder desire to enter into this Agreement to set forth certain rights relating to the registration of certain shares held by Stockholder and his Affiliates.

NOW, THEREFORE: In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

Section 1
Definitions

1.1Certain Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a)“Affiliate” means, with respect to any specified person, any other person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person, including, without limitation, any general partner, officer, director or manager of such person and any venture capital fund or other private investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such person. Without limiting the generality of the foregoing, the Stockholder’s Affiliates shall be deemed to include Cocolalla, LLC and Marina James.

(b)“Board” shall have the meaning set forth in Section 2.4 hereof.

(c)“Change of Control” shall mean an Acquisition, as that term is defined in the Company’s Amended and Restated Certificate of Incorporation (as may be amended and/or restated from time to time).

(d)“Class A Common Stock” shall mean the shares of the Company’s Class A Common Stock.

(e)“Class B Common Stock” shall mean the shares of the Company’s Class B Common Stock.

(f)“Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(g)“Common Stock” shall mean the Class A Common Stock and Class B Common Stock of the Company.

(h)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(i)“Indemnified Party” shall have the meaning set forth in Section 2.6(c) hereof.

(j)“Indemnifying Party” shall have the meaning set forth in Section 2.6(c) hereof.

(k)“Other Selling Stockholders” shall mean persons other than the Stockholder who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

(l)“Other Shares” shall mean shares of Common Stock, other than Registrable Securities (as defined below), with respect to which registration rights have been granted.

(m)“Registrable Securities” shall mean (i) shares of Class A Common Stock held or issued upon conversion of Class B Common Stock held by Stockholder or his Affiliates, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to or in exchange for or in replacement of the shares referenced in (i) above; provided, however, that Registrable Securities shall not include any shares of Common Stock described in clause (i) or (ii) above which have previously been registered or which have been sold in a transaction either pursuant to a registration statement or Rule 144.

(n)The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

(o)“Registration Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company and one special counsel for the Stockholder (provided such fees and disbursements for such special counsel do not exceed $50,000 for any registration), blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses, fees and disbursements of other counsel for the Stockholder and the compensation of regular employees of the Company, which shall be paid in any event by the Company.

(p)“Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(q)“Rule 145” shall mean Rule 145 as promulgated by the Commission under the Securities Act, as such Rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.

(r)“Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.

(s)“Selling Expenses” shall mean all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities.

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(t)“Withdrawn Registration” shall mean a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.

Section 2
Registration Rights

2.1Requested Registration.

(a)Request for Registration. Subject to the conditions set forth in this Section 2.1, if the Company shall receive from the Stockholder a written request that the Company effect any registration with respect to all or a part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be registered by the Stockholder), the Company will, as soon as practicable and in any event within sixty (60) days after the date of such request is given by the Stockholder, file and use its best efforts to cause such registration to be effected (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) and to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request.

(b)Limitations on Requested Registration. The Company shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.1:

(i)If the Stockholder proposes to sell Registrable Securities, the aggregate proceeds of which (after deduction of underwriters’ discounts) are less than $10,000,000;

(ii)In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification, or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(iii)After the Company has initiated two (2) such registrations pursuant to this Section 2.1;

(iv)During the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated registration (or ending on the subsequent date on which all market stand-off agreements applicable to the offering have terminated); provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective;

(v)If the Stockholder proposes to dispose of shares of Registrable Securities which may be immediately registered on Form S-3 pursuant to a request made under Section 2.3 hereof;

(vi)If the Stockholder does not request that such offering be firmly underwritten by underwriters selected by the Stockholder (subject to the reasonable consent of the Company); and

(vii)If the Company, on the one hand, and the Stockholder on the other hand, are unable to obtain the commitment of the underwriter described in clause (b)(vi) above to firmly underwrite the offering.

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(c)Deferral. If (i) in the good faith judgment of the Board of Directors of the Company (the “Board”), the filing of a registration statement covering the Registrable Securities would be be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (1) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company, (2) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (3) render the Company unable to comply with requirements under the Securities Act or Exchange Act, and the Board concludes, as a result, that it is in the best interests of the Company to defer the filing of such registration statement at such time, and (ii) the Company shall furnish to the Stockholder a certificate signed by the President of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, in the best interests of the Company to defer the filing of such registration statement, then (in addition to the limitations set forth in Section 2.1(b)(iv) above) the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Stockholder and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve-month period.

(d)Other Shares. The registration statement filed pursuant to the request of the Stockholder may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

(e)Underwriting. If the Stockholder intends to distribute the Registrable Securities covered by its request by means of an underwriting, the Stockholder shall so advise the Company as a part of its request made pursuant to this Section 2.1. If the Company shall request inclusion in any registration pursuant to Section 2.1 of securities being sold for its own account, or if Other Selling Stockholders shall request inclusion in any registration pursuant to Section 2.1, the Stockholder shall offer to include such securities in the underwriting and such offer shall be conditioned upon the participation of the Company or such Other Selling Stockholders in such underwriting and the inclusion of the Company’s and such Other Selling Stockholders’ other securities of the Company and their acceptance of the further applicable provisions of this Section 2. The Company shall (together with the Stockholder and other persons proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting as set forth in Section 2.1(b)(vi).

Notwithstanding any other provision of this Section 2.1, if the underwriters in good faith advise the Stockholder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Securities and Other Shares that may be so included shall be allocated as follows: (i) first to the Stockholder; (ii) second, among all Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, on an as-converted basis; and (iii) third, to the Company, which the Company may allocate, at its discretion, for its own account, or for the account of other holders or employees of the Company. In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded.

If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Stockholder. The securities so excluded shall also be withdrawn from registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares to be included in such registration was previously reduced as a result of marketing factors

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pursuant to this Section 2.1(e), then the Company shall then offer to Other Selling Stockholders who have retained rights to include securities in the registration the right to include additional Other Shares in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the Other Selling Stockholders requesting additional inclusion, as set forth above.

2.2Company Registration.

(a)Company Registration. If the Company shall determine to register any of its securities either for its own account or the account of a security holder or holders, other than a registration pursuant to Section 2.1 or 2.3, a registration relating solely to employee benefit plans, a registration relating to the offer and sale of debt securities, a registration relating to a corporate reorganization or other Rule 145 transaction, or a registration on any registration form that does not permit secondary sales, the Company will:

(i)promptly, and in any event within thirty (30) days prior to filing any registration statement, give written notice of the proposed registration to the Stockholder; and

(ii)use its commercially reasonable efforts to include in such registration (and any related qualification under blue sky laws or other compliance), except as set forth in Section 2.2(b) below, and in any underwriting involved therein, all of such Registrable Securities as are specified in a written request or requests made by the Stockholder received by the Company within fifteen (15) days after such written notice from the Company is mailed or delivered; provided that the Stockholder may only request that its Registrable Securities be included in a registration pursuant to this Section 2.2 with respect to one (1) registration. Such written request may specify all or a part of the Stockholder’s Registrable Securities.

(b)Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholder as a part of the written notice given pursuant to Section 2.2(a)(i). In such event, the right of the Stockholder to registration pursuant to this Section 2.2 shall be conditioned upon the Stockholder’s participation in such underwriting and the inclusion of the Stockholder’s Registrable Securities in the underwriting to the extent provided herein. The Stockholder, if it is proposing to distribute its securities through such underwriting, shall (together with the Company, the Other Selling Stockholders and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company.

(A)Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Company in good faith and in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below), limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account; (ii) second, to the Stockholder; and (iii) third, to the Other Selling Stockholders requesting to include Other Shares in such registration statement based on the pro rata percentage of Other Shares held by such Other Selling Stockholders, assuming conversion.

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If the Stockholder has requested inclusion in such registration as provided above and does not agree to the terms of any such underwriting, the Stockholder shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

(c)Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.2 prior to the effectiveness of such registration whether or not the Stockholder has elected to include securities in such registration.

(d)Limitation on Company Registration. The Company shall not be obligate to effect, or to take any action to effect, any such registration of Registrable Securities pursuant to this Section 2.2 if the Company has already effected one (1) such registration.

2.3Registration on Form S-3.

(a)Request for Form S-3 Registration. Any time when it is eligible to use a Form S-3 registration statement, the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 or any comparable or successor form or forms. After the Company has qualified for the use of Form S-3, in addition to the rights contained in the foregoing provisions of this Section 2 and subject to the conditions set forth in this Section 2.3, if the Company shall receive from the Stockholder a written request that the Company effect any registration on Form S-3 or any similar short form registration statement with respect to all or part of the Registrable Securities (such request shall state the number of shares of Registrable Securities to be disposed of and the intended methods of disposition of such shares by such Stockholder or Affiliates of Stockholder), the Company will take all such action with respect to such Registrable Securities as required by Section 2.1(a).

(b)Limitations on Form S-3 Registration. The Company shall not be obligated to effect, or take any action to effect, any such registration pursuant to this Section 2.3:

(i)In the circumstances described in either Sections 2.1(b)(ii) or 2.1(b)(iv) or if Form S-3 is not available for such offering;

(ii)If the Stockholder, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) on Form S-3 at an aggregate price to the public of less than $2,500,000; or

(iii)if the Company has already effected one (1) such registration.

(c)Deferral. The provisions of Section 2.1(c) shall apply to any registration pursuant to this Section 2.3.

(d)Underwriting. If the Stockholder requests registration under this Section 2.3 and intends to distribute the Registrable Securities covered by its request by means of an underwriting, the provisions of Section 2.1(e) shall apply to such registration. Notwithstanding anything contained herein to the contrary, registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration or registrations effected pursuant to Section 2.1.

2.4Expenses of Registration. All Registration Expenses incurred in connection with registrations pursuant to Sections 2.1, 2.2 and 2.3 hereof shall be borne by the Company; provided,

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however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Sections 2.1 and 2.3 if the registration request is subsequently withdrawn at the request of the Stockholder, unless the Stockholders agrees to forfeit its right to one (1) demand registration pursuant to Section 2.1 or Section 2.3, as applicable; provided, however, in the event that at the time of such withdrawal, the Stockholder has learned of a material adverse change in the condition, business or prospects of the Company from that known to the Stockholder at the time of its request and has withdrawn its request with reasonable promptness following disclosure by the Company of such material adverse change, then the Stockholder shall not be required to pay any of such expenses and shall retain its rights pursuant to Section 2.1 or Section 2.3, as applicable. All Selling Expenses relating to securities registered on behalf of the Stockholder shall be borne by the holders of securities included in such registration pro rata among each other on the basis of the number of Registrable Securities so registered.

2.5Registration Procedures. In the case of each registration effected by the Company pursuant to Section 2, the Company will keep the Stockholder advised in writing as to the initiation of each registration and as to the completion thereof. At its expense, the Company will use its commercially reasonable efforts to:

(a)Prepare and file with the Commission a registration statement with respect to such Registrable Securities and use all commercially reasonable efforts to cause such registration statement to become effective, and keep such registration effective for a period of ending on the earlier of the date which is one hundred and twenty (120) days from the effective date of the registration statement or, if earlier, such time as the Stockholder has completed the distribution described in such registration statement;

(b)Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection 2.5(a) above;

(c)Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, as the Stockholder from time to time may reasonably request;

(d)Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdiction as shall be reasonably requested by the Stockholder; provided, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;

(e)Notify the Stockholder, if covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing, and following such notification promptly prepare and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

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(f)Furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and reasonably satisfactory to the Stockholder and (ii) a “comfort” letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters;

(g)Provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(h)Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed; and

(i)In connection with any underwritten offering pursuant to a registration statement filed pursuant to Section 2.1 hereof, enter into an underwriting agreement in form reasonably necessary to effect the offer and sale of Common Stock, provided such underwriting agreement contains reasonable and customary provisions, and provided further, that the Stockholder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

2.6Indemnification.

(a)To the extent permitted by law, the Company will indemnify and hold harmless the Stockholder, each of its legal counsel and accountants, each person controlling the Stockholder within the meaning of the Securities Act or the Exchange Act, with respect to which registration, qualification or compliance has been effected pursuant to this Section 2, and each underwriter, if any, and each person who controls within the meaning of the Securities Act or the Exchange Act any underwriter, against all expenses, claims, losses, damages and liabilities, whether joint or several, (or actions, proceedings or settlements in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, including any issuer information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any other document incident to such registration prepared by or on behalf of the Company or used or referred to by the Company, (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation (or alleged violation) by the Company of the Securities Act, the Exchange Act, any state or federal securities laws or any rule or regulation thereunder, and the Company will reimburse the Stockholder, each of its legal counsel and accountants and each person controlling the Stockholder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, loss, damage, liability or action, as incurred; provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or omission based upon and in conformity with written information furnished to the Company by the Stockholder, any of the Stockholder’s legal counsel or accountants, any person controlling the Stockholder, such underwriter or any person who controls any such underwriter, and stated to be specifically for use therein; and provided, further that, the indemnity agreement contained in this Section 2.6(a) shall not apply to amounts paid in settlement of any such loss,

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claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld).

(b)To the extent permitted by law, the Stockholder will, if Registrable Securities held by the Stockholder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, members, stockholders, partners, legal counsel and accountants and each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue written material information furnished to the Company by the Stockholder contained or incorporated by reference in any prospectus, offering circular or other document (including any related registration statement, notification, or the like) incident to any such registration, qualification or compliance, (ii) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by the Stockholder of the Securities Act, the Exchange Act, any state or federal securities laws or any rule or regulation thereunder, and will reimburse the Company and such directors, officers, members, stockholders, partners, legal counsel and accountants, persons, underwriters, or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, as incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement), omission (or alleged omission) or violation (or alleged violation) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by the Stockholder and stated to be specifically for use therein; provided, however, that the obligations of the Stockholder hereunder shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities (or actions in respect thereof) if such settlement is effected without the consent of the Stockholder (which consent shall not be unreasonably withheld); and provided that in no event shall any indemnity under this Section 2.6 exceed the net proceeds from the offering received by the Stockholder.

(c)Each party entitled to indemnification under this Section 2.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such; and provided further that the failure of any Indemnified Party to give notice as provided herein shall only relieve the Indemnifying Party of its obligations under this Section 2.6, to the extent such failure is materially prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and litigation resulting therefrom.

(d)If the indemnification provided for in this Section 2.6 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such

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Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The Stockholder will not be required under this Section 2.6(d) to contribute any amount which (when combined with the amounts paid or payable by the Stockholder pursuant to Section 2.6(b)) exceeds the net proceeds from the offering received by such person or entity, except in the case of fraud or willful misconduct by the Stockholder. No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

(e)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

2.7Information by Stockholder. The Stockholder shall furnish to the Company such information regarding the Stockholder and the distribution proposed by the Stockholder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification, or compliance referred to in this Section 2.

2.8Delay of Registration. The Stockholder shall not have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.9Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 2 may not be transferred or assigned.

2.10Termination of Registration Rights. The right of the Stockholder to request registration or inclusion in any registration pursuant to Sections 2.1, 2.2 or 2.3 shall terminate on the fifth anniversary of the date of this Agreement.

Section 3
Miscellaneous

3.1Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Stockholder.

3.2Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, e-mailed, mailed, or delivered to each party as follows: (i) if to the Stockholder, to the Stockholder’s address, facsimile number or e-mail address set forth in the Company’s records, or at such other address, facsimile number or e-mail address as the Stockholder shall have furnished the Company in writing, with a copy to Joseph L. Johnson III, Alexis Coll-Very and Andrew H. Goodman, Goodwin Procter LLP, 100 Northern Avenue, Boston, MA 02210 (jjohnson@goodwinlaw.com, acollvery@goodwinlaw.com, agoodman@goodwinlaw.com), or (ii) if to the Company, at 772 East Utah Valley Drive, American Fork, Utah 84003, facsimile number: (801) 235-1600, Attn: Chief Executive Officer, or at such other address or facsimile number as the Company shall have furnished to the Stockholder in writing, with

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a copy to Patrick Schultheis, Wilson Sonsini Goodrich & Rosati, Professional Corporation, 701 Fifth Avenue, Suite 5100, Seattle, Washington 98104. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile or e-mail (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service of recognized standing or (v) four days after being deposited in the U.S. mail, first class with postage prepaid. With respect to any notice given by the Company under any provision of the Delaware General Corporation Law or the Company’s certificate of incorporation or bylaws, the Stockholder agrees that such notice may be given by facsimile or by electronic mail. In the event of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s books and records will control absent fraud or error.

3.3Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.

3.4Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto; provided, however, that the rights of the Stockholder set forth in this Agreement may be not be transferred or assigned without the Company’s prior written consent.

3.5Entire Agreement. This Agreement and the exhibits hereto and the Cooperation Agreement between Stockholder and the Company, dated on or about the date hereof, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof. No party hereto shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein.

3.6Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement shall impair any such right, power or remedy of such non-defaulting party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

3.7Severability. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Agreement shall be enforceable in accordance with its terms.

3.8Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

3.9Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

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3.10Telecopy Execution and Delivery. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof.

3.11Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Agreement.

3.12Termination Upon Change of Control. Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon a Change of Control in which the consideration received by the Investors is in the form of cash and/or marketable securities.

3.13Conflict. In the event of any conflict between the terms of this Agreement and the Company’s Certificate of Incorporation, the terms of the Certificate of Incorporation will control.

3.14Aggregation of Stock. All securities held or acquired by affiliated entities (including affiliated venture capital funds) or persons shall be aggregated together for purposes of determining the availability of any rights under this Agreement.

3.15 Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement shall be submitted to arbitration under the Commercial Rules of the American Arbitration Association (the “AAA”) in effect as of the date of this Agreement. Arbitration shall be by a single arbitrator mutually agreed upon by the parties; if no agreement can be reached within 30 days after names of potential arbitrators have been proposed by AAA, then by one arbitrator who is chosen by the AAA in accordance with the Commercial Rules. The arbitration shall take place in the State of Utah, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Before engaging in arbitration, the parties agree to first attempt to resolve the dispute informally or with the assistance of a neutral third-party mediator. Each party acknowledges that by agreeing to this arbitration procedure, such party waives the right to resolve any such dispute, claim or demand through a trial by jury or judge or by administrative proceeding. The arbitrator, and not a court, shall also be authorized to determine arbitrability. Claims will be governed by applicable statutes of limitations. The arbitrator may in his or her discretion award attorneys’ fees and costs to the prevailing party. This arbitration agreement does not cover any action seeking only emergency, temporary or preliminary injunctive relief (including a temporary restraining order) in a court of competent jurisdiction in accordance with applicable law to protect a party’s confidential or trade secret information. This arbitration agreement shall be construed and interpreted in accordance with the Federal Arbitration Act.

(Signature pages follow)

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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective as of the day and year first above written.

COMPANY:

DOMO, INC.

By: /s/ Dan Stevenson

Name: Dan Stevenson

Title: Chief Legal Officer

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective as of the day and year first above written.

STOCKHOLDER:

JOSHUA G. JAMES

/s/ Joshua G. James

Joshua G. James

Exhibit 99.1

Domo Announces Fourth Quarter and Fiscal 2022 Financial Results

Silicon Slopes, Utah - March 1, 2022 - Domo, Inc. (Nasdaq: DOMO) today announced results for its fiscal fourth quarter and year ended January 31, 2022.

Fiscal Fourth Quarter Results

•Total revenue was $70.0 million, an increase of 23% year over year

•Subscription revenue was $59.6 million, an increase of 19% year over year

•Subscription revenue represented 85% of total revenue

•Billings were $108.0 million or 30% year-over-year growth

•Remaining Performance Obligations (RPO) was $339.0 million as of January 31, 2022, an increase of 20% year over year

•RPO expected to be recognized as revenue in the next twelve months was $221.7 million as of January 31, 2022, an increase of 24% year over year

•Net cash provided by operating activities was $0.9 million

•GAAP subscription gross margin was 81%, consistent with Q4 FY21

•Non-GAAP subscription gross margin was 83%, an improvement of 1 percentage point from Q4 FY21

•GAAP operating margin declined by 13 percentage points year over year

•Non-GAAP operating margin declined by 2 percentage points year over year

•GAAP net loss was $33.3 million, and GAAP net loss per share was $1.01, based on 32.8 million weighted-average shares outstanding

•Non-GAAP net loss was $13.6 million, and non-GAAP net loss per share was $0.41, based on 32.8 million weighted-average shares outstanding

•Cash and cash equivalents were $83.6 million as of January 31, 2022

Full Year Fiscal 2022 Results

•Total revenue was $258.0 million, an increase of 23% year over year

•Subscription revenue was $223.0 million, an increase of 21% year over year

•Subscription revenue represented 86% of total revenue

•Billings were $296.5 million or 27% year-over-year growth

•Net cash provided by operating activities was $0.4 million

•GAAP subscription gross margin was 82%, an improvement of 2 percentage points from FY21

•Non-GAAP subscription gross margin was 83%, an improvement of 2 percentage points from FY21

•GAAP operating margin improved 1% year over year

•Non-GAAP operating margin improved by 8 percentage points year over year

Exhibit 99.1

•GAAP net loss was $102.1 million, and GAAP net loss per share was $3.19, based on 32.0 million weighted-average shares outstanding

•Non-GAAP net loss was $41.5 million, and non-GAAP net loss per share was $1.30, based on 32.0 million weighted-average shares outstanding

“We see companies continuing to drive digital transformation across all areas of their organizations, and we believe the ability to rapidly build apps on top of our platform is one of the most exciting growth engines for us," said John Mellor, Domo CEO.

Mellor continued, “I am extremely grateful for the entire Domo team whose commitment to customer success and value drove our results during the quarter and it is why I have confidence in our ability to execute on the opportunity ahead of us.”

Bruce Felt, Domo CFO, said, “We delivered another strong quarter, closing out the year with a 30% billings growth quarter and a 90%-plus gross retention rate. With increased ramped sales rep productivity, accelerating new logo growth and continued engagement and upsell performance in our customer base, we believe we are in a strong position to meet our growth objectives as we head into our fiscal 2023.”

Recent Highlights

We believe the following recognition and research announcements demonstrate our commitment to product innovation, go-to-market initiatives and customer success:

•Domo was named a winner of five Dresner Advisory Services 2021 Technology Innovation Awards, including recognition as a top vendor in Dresner’s market studies in Cloud Computing and BI, Self-Service BI, Guided Analytics, Analytical Platforms and Embedded Business Intelligence. This marks Domo’s fifth consecutive year as a multiple-category winner.

•Domo was named to Nucleus Research's Hot Company to Watch in 2022 list.

•Domo was named a Best Companies to Work For by Utah Business magazine for the 10th consecutive year.

Business Outlook

Based on information available as of March 1, 2022, Domo is providing the following guidance for its first fiscal quarter and full year fiscal 2023:

Q1 Fiscal 2023

•Revenue is expected to be in the range of $73.5 million to $74.5 million

•Non-GAAP net loss per share is expected to be between $0.38 and $0.42 based on 33.3 million weighted-average shares outstanding

Full Year Fiscal 2023

Exhibit 99.1

•Revenue is expected to be in the range of $314.0 million to $319.0 million

•Non-GAAP net loss per share is expected to be between $1.43 and $1.53 based on 34.2 million weighted-average shares outstanding

We have not reconciled guidance for non-GAAP metrics to their most directly comparable GAAP measures because such items that impact these measures are not within our control or cannot be reasonably predicted.

Earnings Call Details

Domo plans to host a conference call today to review its fiscal 2022 fourth quarter financial results and to discuss its financial outlook. The call is scheduled to begin at 3:00 p.m. MT/ 5:00 p.m. ET. A live webcast of the event will be available on the Domo Investor Relations website at https://www.domo.com/ir. Participants can register for the call in advance by visiting https://conferencingportals.com/event/zYvDlnjs. Instructions will be shared on how to join the call after registering.

A replay will be available at (800) 770-2030 or (647) 362-9199 with conference ID #41576 following the completion of the conference call until 11:59 p.m. (ET) March 15, 2022.

About Domo

Domo (Nasdaq: DOMO) is the Business Cloud, transforming the way business is managed by delivering Modern BI for AllTM. With Domo, critical processes that took weeks, months or more can now be done on-the-fly, in minutes or seconds, at unbelievable scale. For more information, visit www.domo.com. You can also follow Domo on Twitter, Facebook and LinkedIn.

Domo Disclosure Channels to Disseminate Information

Domo investors and others should note that we announce material information to the public about our company, products and services, and other issues through a variety of means, including Domo's website, press releases, SEC filings, blogs and social media, in order to achieve broad, non-exclusionary distribution of information to the public. We intend to use the Domo Facebook page, the Domo LinkedIn page, the Domo blog, and @Domotalk Twitter account as a means of disclosing information about the Company and its services and for complying with the disclosure obligations under Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, we encourage investors and others to monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described here may be updated from time to time as listed on our investor relations webpage.

Exhibit 99.1

Use of Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), we reference in this press release and the accompanying tables the following non-GAAP financial measures: billings, non-GAAP subscription gross margin, non-GAAP operating expenses, non-GAAP operating loss, non-GAAP operating margin, non-GAAP net loss, non-GAAP net loss per share, adjusted net cash used in operating activities, and adjusted free cash flow. In computing these measures, we exclude the effects of certain items including stock-based compensation expense, amortization of certain intangible assets, the reversal of contingent tax-related accruals and proceeds from shares issued in connection with employee stock purchase plan.

As it relates to adjusted net cash used in or provided by operating activities and adjusted free cash flow, we add back amounts equal to the proceeds from shares issued in connection with employee stock purchase plan to reflect the non-cash nature of these transactions. Because no cash is exchanged in these transactions, showing proceeds in the financing section of the statement of cash flows as required by GAAP results in a corresponding decrease in the operating section, which management believes is not indicative of actual cash used in or provided by our operations. We believe that these non-GAAP cash metrics are useful because they provide investors with the same information that management uses to consistently evaluate, forecast and measure the Company’s actual cash flows and its ability to achieve and maintain positive cash flows. Further, a portion of the bonus plan for executive management is based on adjusted net cash used in or provided by operating activities, demonstrating the value and importance of this metric to our operational decision-making.

The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies.

We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses that may not be indicative of our ongoing core business operating results. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and planning, forecasting, and analyzing future periods.

For a reconciliation of these non-GAAP financial measures to GAAP measures, please see the tables captioned "Reconciliation of Non-GAAP Financial Measures" included at the end of this release.

Exhibit 99.1

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our future growth, demand for our products and services, our financial outlook for our first fiscal quarter and full fiscal year 2023, and results for future periods. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption "Risk Factors" and elsewhere in our filings with the U.S. Securities and Exchange Commission, including, without limitation, the Annual Report on Form 10-K filed with the SEC on April 1, 2021 and the Annual Report on Form 10-K for the fiscal quarter ended January 31, 2022 expected to be filed with the SEC on or about April 1, 2022, as well as risks to our business related to the COVID-19 pandemic. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.

# # #

Domo, Domo Business Cloud and Domo is the Business Cloud are registered trademarks of Domo, Inc.


Domo, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

	Three Months Ended				Year Ended
	January 31,				January 31,
	2021		2022		2021		2022
Revenue:
Subscription	$	49,956	$	59,611	$	183,645	$	223,010
Professional services and other	6,887		10,382		26,535		34,951
Total revenue	56,843		69,993		210,180		257,961
Cost of revenue:
Subscription (1)	9,368		11,317		36,656		40,907
Professional services and other (1)	5,144		7,209		20,092		26,239
Total cost of revenue	14,512		18,526		56,748		67,146
Gross profit	42,331		51,467		153,432		190,815

Operating expenses:
Sales and marketing (1)	31,246		39,387		117,335		143,722
Research and development (1)	16,600		23,516		66,474		81,027
General and administrative (1), (2)	11,353		18,504		42,708		54,536
Total operating expenses	59,199		81,407		226,517		279,285
Loss from operations	(16,868)		(29,940)		(73,085)		(88,470)

Other expense, net (1)	(2,784)		(3,864)		(11,140)		(14,102)
Loss before income taxes	(19,652)		(33,804)		(84,225)		(102,572)
(Benefit from) provision for income taxes	(37)		(550)		409		(461)
Net loss	$	(19,615)	$	(33,254)	$	(84,634)	$	(102,111)

Net loss per share (basic and diluted)	$	(0.65)	$	(1.01)	$	(2.89)	$	(3.19)
Weighted-average number of shares (basic and diluted)	30,230		32,802		29,308		32,021


(1) Includes stock-based compensation expenses, as follows:
Cost of revenue:
Subscription	$	463	$	1,051	$	1,213	$	2,819
Professional services and other	349		585		843		1,753
Sales and marketing	3,266		6,049		10,936		21,241
Research and development	2,500		5,250		9,095		15,853
General and administrative	3,046		6,559		11,218		18,155
Other expense, net	177		181		444		705
Total stock-based compensation expenses	$	9,801	$	19,675	$	33,749	$	60,526

(2) Includes amortization of certain intangible assets, as follows:
General and administrative	$	20	$	20	$	80	$	80


Domo, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

	January 31,		January 31,
	2021		2022
Assets
Current assets:
Cash and cash equivalents	$	90,794	$	83,561

Accounts receivable, net	48,272		64,149
Contract acquisition costs	13,894		15,417
Prepaid expenses and other current assets	12,216		9,975
Total current assets	165,176		173,102

Property and equipment, net	14,745		17,584
Right-of-use assets	3,663		16,392
Contract acquisition costs, noncurrent	18,605		23,177
Intangible assets, net	3,356		2,875
Goodwill	9,478		9,478
Other assets	1,415		1,981
Total assets	$	216,438	$	244,589

Liabilities and stockholders' deficit
Current liabilities:
Accounts payable	$	1,085	$	4,770
Accrued expenses and other current liabilities	51,950		59,976
Lease liabilities	3,808		3,439
Current portion of deferred revenue	129,079		168,335
Total current liabilities	185,922		236,520

Lease liabilities, noncurrent	1,556		16,757
Deferred revenue, noncurrent	3,173		2,420
Other liabilities, noncurrent	9,637		10,882
Long-term debt	99,609		103,988
Total liabilities	299,897		370,567

Commitments and contingencies


Stockholders' deficit:
Common stock	30		33
Additional paid-in capital	1,038,006		1,098,084
Accumulated other comprehensive income	877		388
Accumulated deficit	(1,122,372)		(1,224,483)
Total stockholders' deficit	(83,459)		(125,978)
Total liabilities and stockholders' deficit	$	216,438	$	244,589


Domo, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Three Months Ended				Year Ended
	January 31,				January 31,
	2021		2022		2021		2022
Cash flows from operating activities
Net loss	$	(19,615)	$	(33,254)	$	(84,634)	$	(102,111)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	1,275		1,574		4,765		5,363
Non-cash lease expense	972		1,299		3,969		4,839
Amortization of contract acquisition costs	3,799		4,056		14,376		15,835
Stock-based compensation	9,801		19,675		33,749		60,526
Other, net	884		955		4,340		3,618
Changes in operating assets and liabilities:
Accounts receivable, net	(10,484)		(25,254)		(305)		(15,877)
Contract acquisition costs	(6,836)		(10,539)		(16,775)		(22,258)
Prepaid expenses and other assets	(3,473)		(3,404)		566		1,545
Accounts payable	(3,738)		(7,210)		(1,341)		3,755
Operating lease liabilities	(1,121)		(685)		(3,685)		(3,065)
Accrued and other liabilities	6,089		15,678		6,595		9,706
Deferred revenue	25,995		38,018		22,508		38,503
Net cash provided by (used in) operating activities	3,548		909		(15,872)		379

Cash flows from investing activities
Purchases of property and equipment	(1,447)		(1,552)		(5,706)		(6,517)
Purchases of securities available for sale	—		—		(11,149)		—
Proceeds from maturities of securities available for sale	—		—		29,200		—
Purchases of intangible assets	6		—		(105)		—

Net cash (used in) provided by investing activities	(1,441)		(1,552)		12,240		(6,517)

Cash flows from financing activities



Proceeds from shares issued in connection with employee stock purchase plan	—		—		6,748		4,133
Shares repurchased for tax withholdings on vesting of restricted stock	(1,028)		(1,457)		(1,745)		(10,315)

Proceeds from exercise of stock options	5,587		1,713		8,092		5,621


Net cash provided by (used in) financing activities	4,559		256		13,095		(561)
Effect of exchange rate changes on cash and cash equivalents	315		(297)		488		(534)
Net increase (decrease) in cash and cash equivalents	6,981		(684)		9,951		(7,233)
Cash and cash equivalents at beginning of period	83,813		84,245		80,843		90,794
Cash and cash equivalents at end of period	$	90,794	$	83,561	$	90,794	$	83,561


Domo, Inc.
Reconciliation of Non-GAAP Financial Measures
(in thousands, except per share data)
(unaudited)

	Three Months Ended						Year Ended
	January 31,						January 31,
	2021			2022			2021			2022
Reconciliation of Subscription Gross Margin on a GAAP Basis to Subscription Gross Margin on a Non-GAAP Basis:
Revenue:
Subscription	$	49,956		$	59,611		$	183,645		$	223,010
Cost of revenue:
Subscription	9,368			11,317			36,656			40,907
Subscription gross profit on a GAAP basis	40,588			48,294			146,989			182,103
Subscription gross margin on a GAAP basis	81		%	81		%	80		%	82		%

Stock-based compensation	463			1,051			1,213			2,819
Subscription gross profit on a non-GAAP basis	$	41,051		$	49,345		$	148,202		$	184,922
Subscription gross margin on a non-GAAP basis	82		%	83		%	81		%	83		%

Reconciliation of Total Operating Expenses on a GAAP Basis to Total Operating Expenses on a Non-GAAP Basis:
Total operating expenses on a GAAP basis	$	59,199		$	81,407		$	226,517		$	279,285
Stock-based compensation	(8,812)			(17,858)			(31,249)			(55,249)
Amortization of certain intangible assets	(20)			(20)			(80)			(80)

Total operating expenses on a non-GAAP basis	$	50,367		$	63,529		$	195,188		$	223,956

Reconciliation of Operating Loss on a GAAP Basis to Operating Loss on a Non-GAAP Basis:
Operating loss on a GAAP basis	$	(16,868)		$	(29,940)		$	(73,085)		$	(88,470)
Stock-based compensation	9,624			19,494			33,305			59,821
Amortization of certain intangible assets	20			20			80			80

Operating loss on a non-GAAP basis	$	(7,224)		$	(10,426)		$	(39,700)		$	(28,569)

Reconciliation of Operating Margin on a GAAP Basis to Operating Margin on a Non-GAAP Basis:
Operating margin on a GAAP basis	(30)		%	(43)		%	(35)		%	(34)		%
Stock-based compensation	17			28			16			23


Operating margin on a non-GAAP basis	(13)		%	(15)		%	(19)		%	(11)		%

Reconciliation of Net Loss on a GAAP Basis to Net Loss on a Non-GAAP Basis:
Net loss on a GAAP basis	$	(19,615)		$	(33,254)		$	(84,634)		$	(102,111)
Stock-based compensation	9,801			19,675			33,749			60,526
Amortization of certain intangible assets	20			20			80			80

Net loss on a non-GAAP basis	$	(9,794)		$	(13,559)		$	(50,805)		$	(41,505)

Reconciliation of Net Loss per Share on a GAAP Basis to Net Loss per Share on a Non-GAAP Basis:
Net loss per share on a GAAP basis	$	(0.65)		$	(1.01)		$	(2.89)		$	(3.19)
Stock-based compensation	0.33			0.60			1.16			1.89


Net loss per share on a non-GAAP basis	$	(0.32)		$	(0.41)		$	(1.73)		$	(1.30)


Domo, Inc.
Reconciliation of Non-GAAP Financial Measures (Continued)
(in thousands, except per share data)
(unaudited)

	Three Months Ended				Year Ended
	January 31,				January 31,
	2021		2022		2021		2022
Billings:
Total revenue	$	56,843	$	69,993	$	210,180	$	257,961
Add:
Deferred revenue (end of period)	129,079		168,335		129,079		168,335
Deferred revenue, noncurrent (end of period)	3,173		2,420		3,173		2,420
Less:
Deferred revenue (beginning of period)	(103,075)		(130,385)		(105,290)		(129,079)
Deferred revenue, noncurrent (beginning of period)	(3,182)		(2,352)		(4,454)		(3,173)
Increase in deferred revenue (current and noncurrent)	25,995		38,018		22,508		38,503
Billings	$	82,838	$	108,011	$	232,688	$	296,464

Reconciliation of Net Cash Provided by (Used in) Operating Activities to Adjusted Net Cash Provided by (Used in) Operating Activities:
Net cash provided by (used in) operating activities	$	3,548	$	909	$	(15,872)	$	379
Proceeds from shares issued in connection with employee stock purchase plan	—		—		6,748		4,133
Adjusted net cash provided by (used in) operating activities	$	3,548	$	909	$	(9,124)	$	4,512

Reconciliation of Net Cash Provided by (Used in) Operating Activities to Adjusted Free Cash Flow:
Net cash provided by (used in) operating activities	$	3,548	$	909	$	(15,872)	$	379
Proceeds from shares issued in connection with employee stock purchase plan	—		—		6,748		4,133
Purchases of property and equipment	(1,447)		(1,552)		(5,706)		(6,517)
Adjusted free cash flow	$	2,101	$	(643)	$	(14,830)	$	(2,005)

Exhibit 99.2

Domo Announces Leadership Transition

John Mellor Promoted to Chief Executive Officer

Catherine Wong Promoted to Chief Operating Officer

Carine Clark Transitions to Executive Chair of the Board of Directors

John Pestana Appointed to Board of Directors

Josh James Steps Down as Chief Executive Officer and Director

SILICON SLOPES, Utah – March 1, 2022 – Domo, Inc. (Nasdaq: DOMO) today announced a leadership transition, effective immediately, that leverages the breadth and depth of the company’s existing talent to promote continued growth. John Mellor, Domo’s Chief Strategy Officer since 2019, has been named Chief Executive Officer and a member of the Board of Directors. Catherine Wong, Domo’s Chief Product Officer and EVP of Engineering since 2013, has been named Chief Operating Officer.

Josh James has stepped down as the company’s CEO, Chairman and as a director. Josh founded Domo in 2010 with the mission of transforming business by putting data to work for everyone. The company has grown significantly since that time. For the fourth quarter of fiscal year 2022, Domo achieved record billings of $108 million, an increase of 30% year-over-year. Domo became cash-flow positive in fiscal year 2021.

Domo also announced that the Board of Directors has elected Carine Clark as Executive Chair and appointed John Pestana as a new independent director. Carine has been a director since March 2019 and has served as a member of the Audit Committee and as Chairperson of the Compensation Committee. She previously served as president and Chief Executive Officer at Banyan, a SaaS company, and is currently a venture partner at Pelion Venture Partners. Previously, Carine held leadership positions in software, market research and marketing companies. John Pestana is a distinguished entrepreneur, Co-Founder and CEO of ObservePoint. He was also the co-founder of Omniture, which was acquired by Adobe in 2009. With John Pestana’s appointment, the size of the Board will increase from seven to eight members.

“I am excited to become Domo’s Executive Chair and look forward to working closely with John and Catherine in their new roles. Both appointments are a natural progression for these respected and talented executives, who have each held senior leadership roles at Domo and Adobe,” said Carine. “John has made considerable contributions to our progress since joining Domo in 2019 and is keenly focused on advancing our growth strategy and maintaining operational efficiencies. While at Adobe, he was VP of Strategy and Business for the company’s Digital Experience business unit which grew from $300 million to nearly $3 billion in annual revenue. We are confident that John possesses the experience and expertise to lead our team in the next chapter of growth and innovation. Since joining Domo from Adobe in 2013, Catherine has added extensive technology and engineering management experience to Domo’s seasoned leadership team. As COO, she will be further empowered to guide Domo on an accelerated path forward.”

“I joined Domo because of its incredible team, outstanding technology and highly engaged customer base,” said John. “As CEO, I’m committed to continuing our growth and industry leadership through our ongoing innovation for customers, a disciplined go-to-market strategy, and building on a culture of high-performance and inclusivity. I’m especially pleased that Catherine has been promoted to COO and am grateful for the continued support and contributions of Domo’s entire leadership team, who have helped Domo deliver significant value to our shareholders.”

John continued, “I am extremely optimistic about our future and the horsepower of the entire Domo team. Digital transformation remains a massive opportunity and the outlook remains strong for years to come. We are well positioned to help customers improve the millions of decisions and processes throughout their organizations with data. Speed and scale are critical, and that’s where we win. We’ll continue to leverage our technological advantages and customer-centric focus to drive our growth.”

Josh said, “We recruited John Mellor to the company nearly three years ago because of his leadership attributes and deep industry experience. I’m very excited for Domo’s future under his stewardship. I have an aligned and substantial interest in Domo doing well, and I’ll continue to be its biggest cheerleader. I look forward to seeing the next generation of management take Domo’s performance to the next level.”

Domo is regularly recognized as one of the top vendors to analytical and business intelligence platforms based on its commitment to product innovation, go-to-market initiatives and overall customer success. The company saw continued market demand for its core modern BI solution and increasing demand for data-enabled apps to help customers run their businesses on the Domo platform, while achieving a 90%-plus retention rate.

About John Mellor

John has more than 25 years of experience in the tech industry. Since 2019, he has been responsible for shaping Domo’s corporate strategy, positioning and marketing. Prior to Domo, John was vice president for strategy and business operations for Adobe’s Digital Experience business unit, while the business grew from $300 million to nearly $3 billion in annual revenue. He joined Adobe through its acquisition of Omniture, the industry’s largest standalone web analytics business, where he served as executive vice president of strategy and business development. John holds both a B.S. degree in mechanical engineering and an M.B.A. from Brigham Young University.

About Catherine Wong

Catherine leads Domo’s global engineering, product and design teams. With an extensive background in technology and engineering management, she has led the development of the Domo platform from the ground up. Her customer-centric approach has ensured Domo’s ability to grow at the speed and scale needed by its customers. Prior to Domo, Catherine held a number of key global leadership roles at Adobe and Omniture across product, M&A and engineering. Catherine currently serves as a director on the board of Amplitude. She holds a B.S. degree in computer science from Brigham Young University.

About Carine Clark

Carine has served on the Domo Board of Directors since March 2019. She previously served as President and Chief Executive Officer at Banyan, a SaaS company, and is currently a venture partner at Pelion Venture Partners. She previously served as president and Chief Executive Officer for Allegiance Software from January 2013 until it was acquired by Maritz Market Research and became MaritzCX in December 2014. After the acquisition, Carine continued to serve as President and Chief Executive Officer of MaritzCX, a customer experience and market research company, until December 2016. She is a member of the Board of Directors of Focus Universal and a number of private companies, as well as community groups and serves on the executive boards of the Utah Governor’s Office of Economic Opportunity and Silicon Slopes. Carine holds a B.A. in organizational communications and an M.B.A. from Brigham Young University.

About John Pestana

John has over 20 years of experience in SaaS software development and digital data and analytics. A distinguished entrepreneur, he currently serves as the CEO of ObservePoint, a data governance company helping customers manage technology, marketing and privacy in a digital ecosystem. Prior to ObservePoint, John was the Co-Founder of Omniture, which developed from a student-run business to a worldwide, publicly traded company in 2006 before the company was acquired by Adobe in 2009. John’s influence and accomplishments as a pioneering executive, have been recognized by Ernst and Young and the BYU Marriott School Center for Entrepreneurship & Technology. He also serves on the national board of the Digital Analytics Association.

About Domo

Domo (Nasdaq: DOMO) is the Business Cloud, transforming business by putting data to work for everyone. With Domo, critical processes that took weeks, months or more can now be done on-the-fly, in minutes or seconds, at unbelievable scale. For more information, visit www.domo.com. You can also follow Domo on Twitter, Facebook and LinkedIn.

Domo, Domo Business Cloud and Domo is the Business Cloud are registered trademarks of Domo, Inc.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our future growth and performance, our market opportunity, and demand for our products and services. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the caption "Risk Factors" and elsewhere in our filings with

the U.S. Securities and Exchange Commission. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update this information unless required by law.

Contacts

Domo, Inc.

PR@domo.com

Exhibit 99.3

DOMO, INC.

NOTICE TO CERTAIN STOCKHOLDERS

UNDER SECTION 228(e) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

March 1, 2022

Dear Stockholder:

This notice is being sent to inform you that the resolutions set forth in Exhibit A have been adopted by the stockholders holding a majority of the outstanding stock (the “Requisite Holders”) of Domo, Inc. (the “Company”) and entitled to vote thereon pursuant to an action by written consent (the “Stockholder Consent”) in accordance with the General Corporation Law of the State of Delaware (the “DGCL”). The Stockholder Consent was executed and became effective on March 1, 2022.

This notice is being sent pursuant to, and shall constitute notice under, Section 228(e) of the DGCL, to each stockholder from whom the Company has not received written consent for such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take such action were delivered to the Company as provided in Section 228(c) of the DGCL.

This notice is for your information only and does not require any action on your part.

DOMO, INC.

By: /s/ Dan Stevenson

Name: Dan Stevenson

Title: Chief Legal Officer

EXHIBIT A

Stockholder Resolutions

Increase in Authorized Size of the Board of Directors

WHEREAS, Article VII, Section 1 of the Company’s amended and restated certificate of incorporation (the “Certificate”) provides that the number of directors that constitutes the entire Board shall be fixed by, or in the manner provided in, the bylaws of the Company; provided that, from and after the Voting Threshold Date (as defined in the Certificate), the number of directors that constitutes the entire Board shall be fixed by a resolution adopted by a majority of the Whole Board (as defined in the Certificate).

WHEREAS, Section 3.2 of the Company’s amended and restated bylaws provides that unless the Company’s certificate of incorporation fixes the number of directors, (1) prior to the Voting Threshold Date, the number of directors shall be determined from time to time by resolution adopted by the stockholders and (2) from and after the Voting Threshold Date, the number of directors shall be determined from time to time by resolution adopted by a majority of the Whole Board.

WHEREAS, the Voting Threshold Date has not yet occurred.

WHEREAS, the stockholders deem it advisable to set the authorized number of directors at eight (8).

NOW, THEREFORE, BE IT RESOLVED: That the stockholders hereby determine that the authorized number of directors shall be eight (8).

Election of Directors

WHEREAS, Article VII, Section 3 of the Certificate provides that, prior to the Voting Threshold Date, vacancies occurring on the Board for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote generally in the election of directors.

WHEREAS, the Voting Threshold Date has not yet occurred.

WHEREAS, the Separation Agreement provides for the resignation of Mr. James as a director of the Company effective as of March 1, 2022 (the “Resignation Effective Date”).

WHEREAS, the stockholders deem it advisable to elect as directors of the Company (i) John Mellor, to fill the vacancy created by Mr. James’ resignation as described above, and (ii) John Pestana, to fill the newly created directorship on the Board established hereby, in each case effective as of the Resignation Effective Date.

NOW, THEREFORE, BE IT RESOLVED: That, to fill the vacancy created by the resignation of Mr. James, Mr. Mellor is hereby elected as a director of the Company, effective as of the Resignation Effective Date, to serve until his successor is duly elected and qualified at the Company’s next annual meeting of stockholders or until his earlier death, resignation or removal.

RESOLVED FURTHER: That, to fill the newly created directorship established hereby, Mr. Pestana is hereby elected as a director of the Company, effective as of the Resignation Effective Date, to serve until his successor is duly elected and qualified at the Company’s next annual meeting of stockholders or until his earlier death, resignation or removal.

-2-

RESOLVED FURTHER: That, immediately following the Resignation Effective Date, the Board will consist of the following members: John Mellor, John Pestana, Carine Clark, Daniel Daniel, Dana Evan, Laurence Brown, Jeff Kearl and Joy Driscoll Durling.

Omnibus Resolutions

RESOLVED: That the officers of the Company are hereby authorized and empowered to take any and all such further action, to execute and deliver any and all such further agreements, instruments, documents, certificates and communications and to pay such expenses, in the name and on behalf of the Company or such officer, as any such officer may deem necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution and delivery of such agreements, instruments, documents, certificates or communications and the payment of such expenses by any such officer to be conclusive evidence of his or her authorization hereunder and approval thereof.

RESOLVED FURTHER: That any and all actions taken by the officers of the Company to carry out the purposes and intent of the foregoing resolutions prior to their adoption are hereby approved, ratified and confirmed.

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