UserTesting, Inc. (Form: S-1, Received: 10/13/2021 17:05:34)

As filed with the Securities and Exchange Commission on October 13, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

USERTESTING, INC.

(Exact name of registrant as specified in its charter)

Delaware

7372

26-0339214

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

144 Townsend Street

San Francisco, California 94107

(650) 567-5616

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

Andy MacMillan

President, Chief Executive Officer, and Chairman

UserTesting, Inc.

144 Townsend Street

San Francisco, California 94107

(650) 567-5616

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

Einat Meisel

Ran D. Ben-Tzur

Jennifer J. Hitchcock

Michael M. Shaw

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

Ambyr O’Donnell

General Counsel

UserTesting, Inc.

144 Townsend Street

San Francisco, California 94107

(650) 567-5616

Richard A. Kline

Adam J. Gelardi

Latham & Watkins LLP

140 Scott Drive

Menlo Park, California 94025

(650) 328-4600

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

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

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)		Amount of Registration Fee
Common stock, $0.0001 par value per share	$	100,000,000	$	9,270

(1)Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) of the Securities Act.

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

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

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

Preliminary Prospectus (Subject to Completion)

Issued , 2021

UserTesting, Inc.

Common Stock

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

We have applied to list our common stock on the New York Stock Exchange under the symbol “USER.”

We are an “emerging growth company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 17.

PRICE $ A SHARE

Price to Public

Underwriting

Discounts and

Commissions(1)

Proceeds to

UserTesting

Per Share

Total

__________________

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

At our request, the underwriters have reserved 5% of the shares of our common stock offered by this prospectus for sale, at the initial public offering price, to eligible participants in our contributor network. See “Underwriters” for additional information.

We have granted the underwriters the right to purchase up to an additional shares of our common stock to cover over-allotments, if any, at the initial public offering price less the underwriting discount.

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

The underwriters expect to deliver the shares to purchasers on , 2021.

MORGAN STANLEY

J.P. MORGAN

Piper Sandler

Truist Securities

William Blair

Canaccord Genuity

Needham & Company

Oppenheimer & Co.

Raymond James

Baird

Loop Capital Markets

Academy Securities

, 2021

TABLE OF CONTENTS


			PAGE
LETTER FROM ANDY MACMILLAN, CHIEF EXECUTIVE OFFICER			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			17
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			54
INDUSTRY, MARKET, AND OTHER DATA			56
USE OF PROCEEDS			58
DIVIDEND POLICY			59
CAPITALIZATION			60
DILUTION			62

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			64
BUSINESS			91
MANAGEMENT			123
EXECUTIVE COMPENSATION			132


			PAGE
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			143
PRINCIPAL STOCKHOLDERS			146
DESCRIPTION OF CAPITAL STOCK			149
SHARES ELIGIBLE FOR FUTURE SALE			155
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF OUR COMMON STOCK			160
UNDERWRITERS			165
LEGAL MATTERS			176
CHANGE IN ACCOUNTANTS			176
EXPERTS			176
WHERE YOU CAN FIND ADDITIONAL INFORMATION			176
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

Through and including , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares of common stock.

For investors outside the United States: Neither we nor any of the underwriters have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.

iii

PROSPECTUS SUMMARY

The following summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all the information you should consider before investing in our common stock. You should carefully read this prospectus in its entirety before investing in our common stock, including the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Special Note Regarding Forward-Looking Statements,” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus.

Overview

Our mission is to empower every organization with the breakthrough perspectives they need to deliver truly exceptional customer experiences using human insight.

We have pioneered a video-first, enterprise-grade software-as-a-service (SaaS) platform that enables organizations to see and hear the experiences of real people as they engage with products, designs, apps, processes, concepts, or brands. Our platform captures authentic, credible, and highly contextualized customer perspectives from targeted audiences who have opted in to share their thoughts, whether for digital, real-world, or omnichannel experiences. Using machine learning, our platform analyzes these perspectives and surfaces key moments of insight rapidly and at scale. This helps organizations to free up time and resources and make better customer experience decisions faster using the power of video to drive alignment and action.

As the world and consumer behavior change, companies are increasingly differentiating themselves based on their ability to deliver the best experiences for their customers. Organizations are spending billions of dollars to understand their customers through data. Despite all these investments, there is still a significant gap between an organization’s perception of its customer-centricity and its customers’ perceptions of their experiences. This divide, or “empathy gap,” has a direct impact on the end customer and often leads to poor customer experiences.

To deeply understand what it is actually like to be a customer, organizations need to continuously engage with, listen to, and observe their customers directly. Consumers are accustomed to sharing their thoughts and perspectives through video and online channels. Customer experience solutions must help organizations tap into the rise of this video-first culture to develop a closer connection with their customers and build a deeper understanding that is missing from the data trend lines, charts, and graphs that many organizations rely on today. By understanding customers and their perspectives better, organizations can create better customer experiences that stimulate growth, drive loyalty, and expand market share.

The power of the UserTesting Human Insight Platform is our ability to capture and analyze Customer Experience Narratives (CxNs). CxNs are digitally recorded video narratives from targeted, opt-in audiences from our unique UserTesting Contributor Network or an organization’s own network. These video-based recordings capture the perspectives and experiences of these audiences in narrative form. Our technology enables our contributors or customers of an organization to record their screen or actions on camera as they consider and engage with products, designs, processes, concepts, or brands. As a result, we capture a broad array of human signals needed to truly understand a human experience, including: intonation and tone of voice, facial expressions, body language, visuals, and actions (both digital and real world), all overlaid with a person’s thoughts spoken out loud as they go through an experience. This rich and immersive format enables organizations to see the experiences that they have designed, created, and delivered through their customers’ eyes.

Organizations use our platform to surface and manage human insight, collaborate with others, and share these insights among teams. Our sophisticated technology uses machine learning to analyze CxNs, enabling organizations to surface key moments of insight rapidly and at scale. We believe experience narratives are a more powerful catalyst than any data set for aligning teams and motivating people to act, and that developing a shared understanding of customers through human insight is mission critical for organizations to drive better decisions that create and deliver exceptional customer experiences.

Product teams use our platform to vet new market opportunities and understand product-market-fit and customer needs, throughout the entire product creation process from concept to post-launch. Marketing teams leverage our platform to get reactions and diverse perspectives on their brand messaging, marketing campaigns, landing pages, product naming, and pricing to ensure that they resonate. Research and design teams run studies on our platform to understand changing customer behavior, test new designs and prototypes, and find usability concerns. And customer experience teams use our platform to better understand the full customer journey and customer expectations while interacting with different parts of the business. Beyond these use cases, many teams use our platform to benchmark their customer experiences against their competitors.

Our platform is architected to be video-first, easy-to-use, and quick to return insights (typically in less than a day and often within a few hours) – all on a secure, enterprise-grade, and highly scalable foundation. We have built sophisticated technology to capture video and other rich data streams from computers, tablets, and smartphones, for a range of experiences including web, mobile, real world, and omnichannel. We provide easy-to-use templates and a template builder that our customers use to define the set of questions they want to ask and tasks they want a person to do within an experience. We leverage our industry-leading, purpose-built network of contributors to provide organizations authentic, credible, and highly contextualized customer perspectives on those experiences. We have steadily built up our network of contributors over the past 14 years and have qualified over 600,000 contributors in that time. The quality of the UserTesting Contributor Network and speed with which our platform delivers results keeps teams on our platform engaged to run more experience tests and attracts new teams to the platform. Our platform handles four streams of data: screen or real world recordings through video; voice through audio; facial expressions through video; and digital interactions through clickstream data for digital properties. The volume and richness of these data sources, along with audience profile, question, and task data, enable us to develop several proprietary machine-learning models that we use for audience targeting and distribution, and for rapid analysis to surface key moments of insight from the perspectives we capture.

Our go-to-market model is based on a direct sales force that is optimized for the size and geography of a customer’s organization. We have also started investing in creating channel partnerships and relationships with resellers, distributors, and strategic partners to broaden our reach. Our platform provides significant value to our customers and our market leadership has been recognized by G2.com (G2) – a leading software review organization – as the #1 player across the user research, software testing, and consumer video feedback categories. As of June 30, 2021, we had more than 2,000 customers, making up more than half of the world’s top 100 most valuable brands according to Forbes, and 249 customers with at least $100,000 of Annual Recurring Revenue (ARR). We also had nine customers with at least $1 million of ARR as of June 30, 2021. We are focused on using a land-and-expand strategy to continue to grow our existing customer base, evidenced by our 117% net dollar-based retention rate as of June 30, 2021.

The benefits we deliver to our customers have driven rapid growth in our revenue. For the years ended December 31, 2019 and 2020, our total revenue was $76.6 million and $102.2 million, respectively, representing annual revenue growth of 33%. For the six months ended June 30, 2020 and 2021, our total revenue was $46.5 million and $66.3 million, respectively, representing period-over-period growth of 43%. We generated net losses of $19.6 million and $34.0 million for the years ended December 31, 2019 and 2020, respectively, and $17.1 million and $24.2 million for the six months ended June 30, 2020 and 2021, respectively, as we continued to invest in our business and the large market opportunity.

Industry Background

The World is Changing; Customer Behavior is Changing; Companies Will Differentiate Through Customer Experiences

Organizations of all sizes, in every industry, and around the world, are either going through a digital transformation or are born digital. Cloud computing, online storefronts, payment and shipping services, and customer support can now all be turned on with a click of a button. With the availability of so many off-the-shelf capabilities today, businesses are facing more competition and need to differentiate beyond features and functions.

Today’s customers expect great experiences with the products, services, and brands that they engage with. And their expectations continue to rise as they compare experiences not just within the same category, but across all of the products, services, and brands that they consume and interact with.

Organizations Must Innovate Quickly in Order to Meet Heightened Customer Expectations

New, agile business models require organizations to make more decisions, faster, and with limited time to get access to diverse customer perspectives. In this digitally transformed, fast-moving environment, organizations that can quickly gather authentic, credible, and highly contextualized customer perspectives and act on them will have a distinct competitive advantage and can better meet rapidly increasing customer expectations. In turn, they will drive superior revenue growth, customer loyalty, and market share expansion.

Organizations are Spending Billions to Understand Their Customers Through Data, But Still Fall Short of Customer Expectations

At least three multi-billion dollar industries have evolved over the past 20 years to help organizations rapidly collect data at scale to answer questions about customer experiences and expectations. These include customer relationship management applications, which manage an enterprise’s relationship with their customers by compiling customer data and their activities between the customer and the enterprise; product analytics solutions and mobile apps and web analytics solutions, which collect large volumes of usage and click data suitable for developing an aggregate view of customer actions in a digital product or web property, such as trends about page views, clicks, and time spent on a website or app, in order to understand overall patterns and anomalies in customer behavior; and customer experience management solutions, which provide application solutions for customer experience data collection and analysis.

Organizations that Rely Only on Data are Missing Critical Customer Perspectives and Signals

Why do empathy gaps persist? We believe they persist because the individuals that design, build, and manage experiences rely overwhelmingly on data and charts as a proxy for what their customer is actually saying, thinking, and doing. Producing large volumes of data and aggregating a variety of customer interactions into impersonal graphs, charts, and trend lines often lead to more questions than answers. Conclusions based on data alone can also be inaccurate, biased, and incomplete, failing to adequately capture the full experience that the customer is going through.

“Human insight” requires a first-person understanding of customer perspectives, the kind of understanding that often compels organizations toward action, and data-centric approaches do not bring to life that level of understanding. When organizations only see their customers as a set of data points and charts and have limited time to directly spend with them, they miss the critical understanding they need to meet those customers’ needs, which creates empathy gaps. According to the 2020 PMF Product Management Trends and Benchmarks report, product managers spend 7% of their time interacting with customers. According to Harvard Business Review, CEOs only spend 3% on average with their customers. For example, a head of e-commerce may know, through all the data they capture, how frequently customers visit an online store or how many of them save items in the shopping cart. The organization may even spot a pattern of customers abandoning the cart and assigning a low NPS score. However, by actually watching and listening to customers as they go through their shopping cart process – listening to their perspectives, seeing points of confusion, or hearing moments of frustration – an organization can learn why people

are abandoning carts or assigning a low NPS score. Without human insight, an organization’s ability to take decisive action and quickly improve the experience is limited.

Human Insight – Understanding Through Perspectives and Human Signals – is Necessary to Deliver Best-in-Class Experience and Drive Growth, Loyalty, and Market Share

Throughout history, people have related to and understood one another by making personal connections and learning through human stories, observations, and narratives. When we seek to understand, we take in a person’s perspectives and human signals – listening to someone speak, hearing their intonation and tone of voice, watching their facial expressions and body language, and observing them as they go through specific motions. Coaches do not train athletes just by analyzing post-game statistics. They must watch their athletes play, talk to them, and, as a result, develop a comprehensive emotional and cognitive understanding of their athletes’ needs and abilities. By understanding through first-person experiences and paying attention to human signals, coaches can more easily identify problems as they arise and are more motivated to deliver the coaching needed for their athletes to reach their full potential.

The same paradigm applies in the business world, whether watching customers walk through and narrate the experience of getting a quote online, booking a flight, reacting to a brand message, or ordering a product for pick-up. Organizations that enable their teams to see and hear their customers are able to close the empathy gap and better understand what it is actually like to be a customer. They are able to then create better experiences that stimulate customer growth, loyalty, and market share.

In this Digital Age, Sharing of Perspectives Through Video and Online Channels has Become Second Nature

Smartphones and other devices have connected billions of people who increasingly find it second nature to record and share their experiences with one another. Video has exploded in popularity because it is compelling, entertaining, a better format for learning, and a more persuasive format for sharing. Video technology allows us to continue listening, watching, and observing each other, even when physical distances separate us, leading to better understanding of people. In the same way, it is essential for organizations to listen to, watch, and observe their customers to understand their experiences. According to an October 2021 Harvard Business Review Analytic Services study commissioned by us, 86% of business respondents agree that they need to share customer experience insights more widely throughout their organizations. Customer experience solutions must tap into the power of video to capture and share customer perspectives and all the human signals necessary to provide the insight that organizations need, at scale.

Limitations of Other Approaches to Improving Customer Experience

Other approaches to understanding customer experience are not adequate to help organizations meet the expectations of their customers.

•Outsourced Agency Focus Groups and In-House Labs are Slow, Expensive, and Not Scalable. These approaches enable organizations to engage with, listen to, and observe their customers directly. However, they can take weeks or even months to complete, cost tens of thousands of dollars per study, and are limited in scope, making it hard for them to keep pace with today’s business environment.

•Behavioral Analytics Tools are Limited in Scope. Though they help teams understand overall patterns and anomalies in customer behavior, they are limited to charting the behavior being tracked within a digital asset. Furthermore, because these solutions are limited to data collection, they miss the context and meaning needed to effectively guide teams to create better customer experiences.

•Surveys Do Not Bring to Life the Human Context of Customer Experience. They tend to turn customers into data and charts, failing to address the empathy gap – they do not enable teams to further explore to get the full range of context, meaning, and human signals needed to truly understand what customers are experiencing.

Organizations Need an Authentic, Credible, and Scalable Human Insight Platform

Organizations need a solution that can deliver the following capabilities:

•Capture authentic, credible, and highly contextualized video-first customer perspectives;

•Deliver customer perspectives at rapid speed and scale to support the quick iterative process of today’s organizations;

•Target and find the most relevant audience to provide their perspectives;

•Analyze and surface key moments of insight in an easy-to-understand and actionable form;

•Free up time and resources for organizations;

•Democratize access to customer perspectives – making it easy for anyone to make decisions based on human insight; and

•Provide an enterprise-grade solution with integrations into business operations and workflows.

The UserTesting Human Insight Platform

UserTesting is transforming how today’s organizations understand what it is actually like to be a customer and build exceptional experiences for their customers.

Overview

We have pioneered a video-first, enterprise-grade SaaS platform that enables organizations to see and hear the experiences of real people as they engage with products, designs, apps, processes, concepts, or brands. Our on-demand SaaS platform provides a unique and differentiated way to capture video-based customer perspectives and human signals with targeted audiences, whether for digital, real-world, or omnichannel experiences.

Our platform is powered by technology that enables organizations to capture authentic, credible, and highly contextualized video-based customer perspectives that we call Customer Experience Narratives (CxNs). CxNs are digitally recorded video narratives from targeted, opt-in audiences from our unique UserTesting Contributor Network or an organization’s own network. These video-based recordings capture the perspectives of these audiences in narrative form. Our technology enables our contributors or customers of an organization to record their screen or actions on camera as they consider and engage with products, designs, processes, concepts, or brands. As a result, we capture a broad array of human signals needed to truly understand a human experience, including: intonation and tone of voice, facial expressions, body language, visuals, and actions (both digital and real world), all overlaid with a person’s thoughts spoken out loud as they go through an experience. The core to delivering CxNs is our software technology that combines four streams of data – screen or real world recordings through video, voice through audio, facial expressions through video, and digital interactions through clickstream data for digital properties – combined with audience profile, question, and task data. This rich and immersive format enables organizations to see the experiences that they have designed, created, and delivered through their customers’ eyes.

organizations create exceptional experiences based on human insight – driving alignment and action through a persuasive video-first format.

We believe that developing a shared understanding of customers through human insight is mission critical for organizations to drive better decisions that create and deliver exceptional customer experiences.

How Our Platform Works

Target Diverse Customer Perspectives – Select the experience to be tested, either by uploading a digital file, linking to an app or web page, or providing instructions to take a real-world action. The platform helps to structure a series of questions or requests to perform tasks, and then finds a matching set of contributors in one of the networks. If using the UserTesting Contributor Network, the platform can be used to define a target audience, using predefined and custom filters. It then automatically targets contributors based on defined criteria.

Generate CxNs – Matched contributors log into our platform to complete the experience test, answer questions, and perform tasks, while they narrate their thoughts out loud. Each experience is fully recorded and the platform generates a series of experience narratives representing the diverse perspectives of each contributor in a rich and immersive format that includes screen activity, actions captured by camera, voice, and facial expressions. CxNs are delivered typically in less than a day and often within a few hours, enabling organizations to integrate human insight into their everyday operations.

Discover & Share Human Insight – Organizations watch experience narratives using our embedded video player. The platform offers several tools, such as transcripts, tagging, and video clips, to quickly find insights. Additionally, the platform also automatically suggests insights based on machine learning. Powerful visualizations of CxN data surface interesting insights and help organizations get to the moments that matter faster. Because of the persuasive video-first format, key moments and learnings are often shared in email, presentations, or in various channels to drive empathy, a shared understanding of the customer, along with more urgency and action.

Use Cases

Organizations use the UserTesting Human Insight Platform across many teams, such as digital, product, marketing, research and design, and customer experience teams. Many organizations also use our platform to gain critical competitive intelligence by watching different target audiences compare their offerings against those of their competitors. As we see more teams and use cases emerge within an organization, we have observed our platform expand into customers’ HR, Customer Support, IT, Training, and Operations teams.

Key Benefits of Our Platform

Capturing Authentic, Credible, and Highly Contextualized Video-first Customer Perspectives

We capture and collect highly contextualized video narratives of a customer experience. These narratives provide unique and rich foundational information for surfacing key moments of insight and enable the viewer to have a first-person understanding of the customer and the customer’s experience. Our CxN capture technology handles four streams of data from each video and multiple human signals, all combined with audience and test plan data. From this richer and more engaging format, which can be used for both digital and real world experiences, organizations receive authentic, credible, and highly contextualized perspectives and insights from their customers that provide the depth and context necessary to improve customer experience and differentiate their position from competitors.

Delivering Customer Perspectives at Rapid Speed and at Scale to Support the Quick Iterative Process of Today’s Organizations

video, highlighting how organizations can use our platform to learn from customers and get human insight on a regular, and often daily, basis.

Target and Find the Most Relevant Audience to Provide their Perspectives

Organizations can quickly define and find their target audience on the platform – whether utilizing the UserTesting Contributor Network, using their existing networks or database of contacts, or in any network they can reach with a hyperlink. Our platform enables finding a specific target audience using any combination of demographic and other custom filters, device type preferences, language requirements, and flexible screening questions. Unlike other customer experience tools, where the customer may not be aware they are being tracked, contributors on our platform must first opt-in. Our approach gives organizations better certainty that they can quickly find their desired audience who will share high-quality and unique perspectives, and who want to participate and help shape better experiences.

Analyzing and Surfacing Key Moments of Insight in an Easy to Understand and Actionable Form

Our platform uses analytics and machine learning to detect customer intent and sentiment to quickly pinpoint moments that matter within these video-based recordings. At the same time, we deliver those moments of insight in a powerful and quickly consumable video clip format that better conveys the full set of important human signals that build a deeper understanding of the customer experience, driving stronger alignment and urgency to act.

Freeing Up Time and Resources for Organizations

Democratizing Access to Customer Perspectives – Making It Easy for Anyone to Make Decisions Based on Human Insight

Providing an Enterprise-Grade Platform with Integrations into Business Operations and Workflows

Our platform has been architected to support the needs of today’s enterprises, and includes state-of-the-art encryption and identity management capabilities to ensure the security and privacy of customer data. We also offer extended features for customer experience experts who need more comprehensive capabilities. Finally, we are continually growing our ecosystem, with integrations into common business applications, such as Adobe XD, Qualtrics, Slack, Jira, and Trello, and we are building out open application programming interfaces (APIs) that promote seamless collaboration and sharing of insights.

Competitive Strengths

Market Leader in Video-first Customer Experience Solutions

We are a leading, at-scale provider of a video-first customer experience platform. Our strong enterprise base of over 2,000 customers as of June 30, 2021 includes more than half of the world’s top 100 most valuable brands according to Forbes. Our market leadership has been recognized by G2 – a leading software review organization – which has ranked us #1 across the user research, software testing, and consumer video feedback categories. The

ability of our platform to deliver access to high-quality and specific audiences is, in our belief, a significant competitive advantage over other competitors.

Differentiated Approach to Capturing Video-first CxNs Integrating Multiple Streams of Data

Our technology captures perspectives from individuals who have opted in to having their screens, actions, voice, and face recorded as they consider and engage with products, designs, processes, concepts, or brands. Our platform handles four streams of data: screen or real world recordings through video; voice through audio; facial expressions through video; and digital interactions through clickstream data for digital properties – all combined with audience profile, question, and task data – to deliver a video-first CxN. Experience narratives bring to life a vivid first-person view of a customer experience that better conveys the human signals necessary to understand what it is actually like to be a customer. Our approach provides more useful insights than single data stream solutions, enabling organizations to make better customer experience decisions, faster.

Powerful Network Effects

We have steadily built up our industry-leading, purpose-built network of contributors over the past 14 years, which has enabled us to provide our customers access to high-quality and specifically targeted audiences at speed and scale. We have developed a strong reputation among contributors by providing significant opportunities to share their perspectives, and interest in qualifying to be part of our network remains strong. The quality of our UserTesting Contributor Network and the speed with which our platform delivers results keep teams on our platform engaged and attracts new teams to the platform, fueling customer growth and adoption. In turn, as more teams use our platform to run more tests, we are able to better engage our existing contributors and attract new contributors to sign up and join the network. This growth helps the platform generate more data to leverage for machine learning, which helps customers get to insights quicker, fueling continuous growth and adoption. The combination of our platform, the integrated UserTesting Contributor Network, a selective qualification process, and the volume of CxNs and data created on a daily basis creates a flywheel effect that is highly scalable – giving us a distinct opportunity to grow our business.

Innovative Approach and Ease of Use

Vast Amount of Feature-rich Experience Narratives Ripe for Machine Learning Applications

Over the past decade, we have refined and optimized our approach for capturing CxNs to become a valuable, purpose-built data asset. In 2020 alone, we recorded more than 1.4 million CxNs, processing over 20 million minutes of video. Each CxN is feature rich with four distinct yet integrated data streams, and the platform also manages data from test plans and audience profiles connected with the experience narratives along with user and machine generated tags, notes, clips, and comments. This large volume of data that is high-quality, feature-dense, and context-rich enables us to train differentiated machine learning models that strengthen our ability to surface key moments of insight in experiences for our customers.

Our Market Opportunity

The increasing importance of customer experience has driven organizations to evaluate how they engage with customers and invest in technology solutions to improve their understanding of customer perspectives and needs. We believe that organizations around the world – regardless of industry, size, or target market – need a better solution to help them continuously engage with, listen to, and observe customers directly, to deeply understand what it is actually like to be a customer. In addition, we believe that, as the market for data-driven tools continues to increase, it will drive more demand for our platform as a way to quickly confirm and understand the data through human insight.

Based on our internal data of average price to customers and industry data on the number of global companies from S&P Capital IQ (as of April 2021), we estimate the annual potential for our platform to be $41 billion. This analysis is supported by third-party research from IBISWorld on the Market Research industry and IDC on Customer Intelligence and Analytics software applications, whose estimates for our target markets demonstrate a combined market opportunity of approximately $47 billion.

Our Growth Strategies

Acquiring New Customers

We believe that understanding and improving customer experiences through human insight represents a broad and underpenetrated market opportunity. We will continue to invest aggressively in sales and marketing to continue to acquire new customers, and our go-to-market model is built in a scalable way to support new customer growth of all sizes.

Expanding Within Existing Customers Across Core and New Functional Teams

As of June 30, 2021, we had more than 2,000 customers. We are focused on driving value, additional adoption, and growth within these customers using our land-and-expand model. Our platform’s use cases are continuing to expand as customers continue to see value from human insight, which drives adoption across multiple teams. Additionally, we believe our recently introduced flex-based subscription pricing option will simplify pricing for expansion and deliver a more cost-effective way for new users within an organization to use our platform, creating a significant opportunity for customer expansion.

Continuing to Grow Internationally

To further our international strategy and focus, we have sales offices in Edinburgh, Scotland covering the Europe, Middle East, and Africa (EMEA) region and Singapore covering the Asia-Pacific (APAC) region. During the six months ended June 30, 2021, approximately 17% of revenue came from customers outside the United States. International revenue increased approximately 67% compared to the prior year period. We believe international expansion will be a key growth driver for our business.

Innovating and Expanding Our Platform

We believe there is a large opportunity to expand down market, offering lightweight, e-commerce friendly packages for individuals and small businesses. As we innovate and enhance our platform with product investments, we can appeal to an even broader set of users.

Deepening Our Network of Channel Partnerships

We are in the early phases of building out our UserTesting partners and reseller program. Our focus areas include working with agencies, systems integrators, and resellers. All of these channels will enable us to achieve go-to-market leverage as we scale, supporting our continued growth.

Risk Factors Summary

Our business is subject to numerous risks and uncertainties, including those described in “Risk Factors” immediately following this prospectus summary. These risks include the following:

•We have a history of losses, anticipate increasing our operating expenses in the future, and may not achieve or sustain profitability. If we cannot achieve and sustain profitability, our business, operating results, and financial condition will be adversely affected.

•The market in which we participate is new and rapidly evolving, fragmented, and highly competitive, and if we do not compete effectively, our business, operating results, and financial condition could be adversely impacted.

•If we are unable to attract new customers and renew and expand sales to existing customers, our revenue growth could be slower than we expect, and our business, operating results, and financial condition would be adversely affected.

•If we are not able to effectively introduce enhancements to our platform, including new products, services, features, and functionality, that achieve market acceptance, or keep pace with technological developments, our business, operating results, and financial condition could be adversely affected.

•Our operating results may fluctuate from quarter to quarter, which makes our future results difficult to predict.

•Because we recognize revenue from our subscriptions over the subscription term, downturns or upturns in new sales and renewals may not be immediately reflected in our operating results and may be difficult to discern.

•If our or our third-party service providers’ security measures are breached, if unauthorized access to customer or contributor data, our data, or our platform is otherwise obtained, or if our platform is perceived as not being secure, customers may reduce the use of or stop using our platform, and we may incur significant liabilities.

•We have a limited operating history which makes it difficult to evaluate our business and prospects and increases the risks associated with your investment.

•We have experienced rapid growth and expect to invest in our growth for the foreseeable future. If we fail to manage our growth effectively, then our business, operating results, and financial condition would be adversely affected.

•Our subscription or pricing models may not accurately reflect the optimal pricing necessary to attract new customers and retain existing customers as the market matures.

•Any disruption of services of Amazon Web Services, our data hosting service, could interrupt or delay our ability to deliver our services to our customers.

•We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.

Channels for Disclosure of Information

Following the effectiveness of the registration statement of which this prospectus forms a part, we intend to announce material information to the public through filings with the Securities and Exchange Commission (the SEC), the investor relations page on our website (www.usertesting.com), press releases, public conference calls, public webcasts, our Twitter account (@usertesting), our Facebook page, and our LinkedIn page.

The information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.

Any updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Information

We were initially incorporated in the State of California in June 2007. In September 2021, we reincorporated in the State of Delaware. Our principal executive offices are located at 144 Townsend Street, San Francisco, California 94107. Our telephone number is (650) 567-5616. Our website address is www.usertesting.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus. Investors should not rely

on any such information in deciding whether to purchase our common stock. Unless otherwise indicated, the terms “UserTesting,” “we,” the “company,” “us,” and “our” refer to UserTesting, Inc. and our subsidiaries.

UserTesting, the UserTesting logo, and other registered or common law trade names, trademarks, or service marks of UserTesting appearing in this prospectus are the property of UserTesting. This prospectus contains additional trade names, trademarks, and service marks of ours and of other companies. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies. Other trademarks appearing in this prospectus are the property of their respective holders. Solely for convenience, our trademarks and trade names referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor, to these trademarks and trade names.

Implications of Being an Emerging Growth Company

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

•being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus;

•an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act);

•an exemption from the requirement that critical audit matters be discussed in our independent auditor’s reports on our audited financial statements or any other requirements that may be adopted by the Public Company Accounting Oversight Board unless the SEC determines that the application of such requirements to emerging growth companies is in the public interest;

•reduced disclosure about our executive compensation arrangements;

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

•extended transition periods for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” as defined in the rules under the Securities Exchange Act of 1934, as amended (the Exchange Act) with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. It is possible that some investors will find our common stock less attractive as a result, which may result in a less active trading market for our common stock and higher volatility in our stock price.

THE OFFERING


Common stock offered by us			shares

Underwriters’ over-allotment option to purchase common stock			We have granted the underwriters an option to purchase up to an aggregate of shares from us.

Common stock to be outstanding after this offering			shares (or shares if the underwriters exercise their over-allotment option in full)

Use of proceeds			We estimate that the net proceeds from the sale of shares of our common stock in this offering will be approximately $ , or approximately $ if the underwriters’ over-allotment option is exercised in full, based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses. We primarily intend to use the net proceeds from this offering for working capital and other general corporate purposes. We may also use a portion of the proceeds for the acquisition of, or investment in, technologies, solutions, or businesses that complement our business. However, we do not have agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time. See “Use of Proceeds” for additional information.

Directed share program			At our request, the underwriters have reserved up to 5% of the shares of our common stock offered by this prospectus for sale, at the initial public offering price, through a directed share program available to eligible participants in our contributor network. The sales will be administered by Morgan Stanley & Co. LLC, an underwriter in this offering. We do not know if these parties will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock. Shares purchased through the directed share program will not be subject to a lock-up restriction. See “Underwriters—Directed Share Program” for additional information.

Risk factors			See “Risk Factors” and other information included in this prospectus for a discussion of some of the factors you should consider before deciding to purchase shares of our common stock.

Proposed NYSE trading symbol			“USER”

The number of shares of our common stock to be outstanding after this offering is based on 129,791,239 shares of our common stock outstanding as of June 30, 2021, and excludes:

•24,447,654 shares of our common stock issuable upon the exercise of stock options outstanding under our 2013 Equity Incentive Plan (the 2013 Plan) as of June 30, 2021, with a weighted-average exercise price of $1.39 per share;

•969,800 shares of our common stock issuable upon the exercise of stock options granted after June 30, 2021 under our 2013 Plan with a weighted-average exercise price of $4.76 per share;

•2,156,000 shares of our common stock issuable upon the vesting and settlement of restricted stock units (RSUs) granted after June 30, 2021 under our 2013 Plan; and

•20,289,928 shares of our common stock reserved for future issuance under our equity compensation plans, consisting of (i) 1,489,928 shares of our common stock reserved for future issuance under our 2013 Plan as of June 30, 2021 (which number of shares is prior to (a) the stock options to purchase shares of our common stock and RSUs to be settled in shares of our common stock granted after June 30, 2021 and (b) the September 2021 amendment to the 2013 Plan to increase the number of authorized shares thereunder by 2,146,000 shares), (ii) 15,700,000 shares of our common stock reserved for future issuance under our 2021 Equity Incentive Plan (the 2021 Plan), which will become effective on the date immediately prior to the date of this prospectus, and (iii) 3,100,000 shares of our common stock reserved for issuance under our 2021 Employee Stock Purchase Plan (the 2021 ESPP), which will become effective on the date of this prospectus.

On the date of this prospectus, any remaining shares available for issuance under our 2013 Plan will be added to the shares of our common stock reserved for issuance under our 2021 Plan, and we will cease granting awards under the 2013 Plan. Our 2021 Plan and 2021 ESPP also provide for automatic annual increases in the number of shares reserved thereunder. See “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

Unless otherwise noted, the information in this prospectus reflects and assumes the following:

•the reincorporation of our company from California to Delaware in September 2021;

•the automatic conversion of all outstanding shares of our convertible preferred stock as of June 30, 2021 into an aggregate of 110,851,103 shares of common stock immediately prior to the completion of this offering (the Capital Stock Conversion);

•the filing and effectiveness of our restated certificate of incorporation and the effectiveness of our restated bylaws, each of which will occur immediately prior to the completion of this offering;

•no exercise of outstanding stock options or settlement of RSUs subsequent to June 30, 2021; and

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

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables summarize our consolidated financial and other data. We derived our summary consolidated statements of operations data for the years ended December 31, 2019 and 2020 (except for pro forma basic and diluted net loss per share attributable to common stockholders and weighted-average shares used in computing pro forma basic and diluted net loss per share attributable to common stockholders) from our audited consolidated financial statements included elsewhere in this prospectus. We derived our summary consolidated statements of operations data for the six months ended June 30, 2020 and 2021 and our summary consolidated balance sheet data as of June 30, 2021 from our unaudited consolidated interim financial statements that are included elsewhere in this prospectus. Our unaudited consolidated interim financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) on the same basis as our audited consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal recurring adjustments, that are necessary for the fair statement of the financial information set forth in those financial statements. You should read the following summary consolidated financial and other data in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements, the accompanying notes, and other financial information included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future, and our historical results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the remainder of 2021.


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue:
Subscription	$	68,607	$	93,374	$	42,632	$	60,932
Professional services	8,026		8,821		3,850		5,337
Total revenue	76,633		102,195		46,482		66,269
Cost of revenue(1)(2)	23,051		29,567		14,187		17,965
Gross profit	53,582		72,628		32,295		48,304
Operating expenses:
Sales and marketing(1)(2)	37,256		59,737		26,921		39,128
Research and development(1)(2)	20,845		27,897		13,042		19,585
General and administrative(1)(2)	15,177		18,960		8,979		13,325
Total operating expenses	73,278		106,594		48,942		72,038
Loss from operations	(19,696)		(33,966)		(16,647)		(23,734)
Interest income, net	118		136		76		74
Other income (expense), net	93		747		91		(213)
Loss before provision for income taxes	(19,485)		(33,083)		(16,480)		(23,873)
Provision for income taxes	82		900		665		294
Net loss	$	(19,567)	$	(33,983)	$	(17,145)	$	(24,167)
Net loss per share attributable to common stockholders, basic and diluted(3)	$	(1.31)	$	(2.10)	$	(1.08)	$	(1.31)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted(3)	14,954		16,210		15,914		18,412
Pro forma net loss per share attributable to common stockholders, basic and diluted (unaudited)(4)			$				$
Pro forma weighted-average shares outstanding used in calculating pro forma net loss per share, basic and diluted (unaudited)(4)

__________________

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


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(in thousands)
Cost of revenue:
Subscription	$	49	$	14	$	6	$	19
Professional services	83		35		19		82
Operating expenses:
Sales and marketing	810		868		406		675
Research and development	790		346		156		383
General and administrative	1,529		1,284		586		973
Total stock-based compensation expense	$	3,261	$	2,547	$	1,173	$	2,132

(2)Includes amortization expense as follows:


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(in thousands)
Cost of revenue:
Subscription	$	46	$	245	$	92	$	329
Operating expenses:
Sales and marketing	—		145		52		97
Research and development	61		140		67		87
General and administrative	22		15		11		—
Total amortization expense	$	129	$	545	$	222	$	513

(3)See Note 11 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the calculation of our basic and diluted net loss per share attributable to common stockholders.

(4)Basic and diluted pro forma net loss per share attributable to common stockholders for the year ended December 31, 2020 and for the six months ended June 30, 2021 gives effect to .


	As of June 30, 2021
	Actual		Pro Forma(1)	Pro Forma As Adjusted(2)(3)
	(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	73,470	$	$
Working capital(4)	11,684
Total assets	160,695
Other liabilities, non-current	16,016
Convertible preferred stock	201,531
Accumulated deficit	(176,648)
Total stockholders’ equity (deficit)	(161,594)

__________________

(1)The pro forma column above reflects (i) the Capital Stock Conversion, as if such conversion had occurred on June 30, 2021, and (ii) the filing and effectiveness of our restated certificate of incorporation that will become effective immediately prior to the completion of this offering.

(2)The pro forma as adjusted column above gives effect to (i) the pro forma adjustments set forth above and (ii) the sale and issuance by us of shares of our common stock in this offering, based upon the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

(3)Each $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase or decrease the amount of our pro forma

as adjusted cash and cash equivalents, working capital, total assets, common stock and capital in excess of par value, and total stockholders’ equity (deficit) by $ million, assuming that the number of shares of our common stock offered, as set forth on the cover page of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash and cash equivalents, working capital, total assets, common stock and capital in excess of par value, and total stockholders’ equity (deficit) by $ million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions.

(4)Working capital is defined as current assets less current liabilities.

Key Business Metrics and Non-GAAP Financial Measures

We review a number of operating and financial metrics, including the following key metrics and non-GAAP financial measures to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics” for additional information regarding our key business metrics and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for additional information and reconciliations of our non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP.


	As of or For the Year Ended December 31,						As of or For the Six Months Ended June 30,
	2019			2020			2020			2021
	(dollars in thousands)
Number of Customers with at Least $100,000 of ARR(1)	137			190			158			249
Net dollar-based retention rate(2)(3)				114		%	110		%	117		%
Gross profit	$	53,582		$	72,628		$	32,295		$	48,304
Non-GAAP gross profit	$	53,760		$	72,922		$	32,412		$	48,734
Gross margin	70		%	71		%	69		%	73		%
Non-GAAP gross margin	70		%	71		%	70		%	74		%
Operating loss	$	(19,696)		$	(33,966)		$	(16,647)		$	(23,734)
Non-GAAP operating loss	$	(16,306)		$	(30,874)		$	(15,252)		$	(21,089)
Operating margin	(26)		%	(33)		%	(36)		%	(36)		%
Non-GAAP operating margin	(21)		%	(30)		%	(33)		%	(32)		%
Net cash used in operating activities	$	(8,672)		$	(14,305)		$	(10,082)		$	(18,846)
Free cash flow	$	(9,146)		$	(15,307)		$	(10,283)		$	(19,817)
Free cash flow margin	(12)		%	(15)		%	(22)		%	(30)		%

________________

(1)For a discussion of the number of customers with at least $100,000 of ARR, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

(2)For a discussion of net dollar-based retention rate, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Business Metrics.”

(3)Net dollar-based retention rate figures prior to 2020 are unavailable due to adoption of ASC 606 on a modified retrospective basis effective January 1, 2019.

RISK FACTORS

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

Risks Related to Our Business and Industry

We have a history of losses, anticipate increasing our operating expenses in the future, and may not achieve or sustain profitability. If we cannot achieve and sustain profitability, our business, operating results, and financial condition will be adversely affected.

We have incurred net losses in each fiscal year since inception, we expect to incur net losses for the foreseeable future, and we may not achieve or sustain profitability in the future. For the years ended December 31, 2019 and 2020, we incurred net losses of $19.6 million and $34.0 million, respectively. For the six months ended June 30, 2020 and 2021, we incurred net losses of $17.1 million and $24.2 million, respectively. As of December 31, 2020 and June 30, 2021, we had an accumulated deficit of $152.5 million and $176.6 million, respectively. We expect to make significant future expenditures related to the development and expansion of our business, including acquiring new customers, expanding relationships with existing customers across core and new departments, expanding our global footprint, innovating and expanding our platform, growing our sales and marketing investments, expanding our operations and infrastructure both domestically and internationally, attracting and retaining our community of contributors, and in connection with legal, tax, accounting, and other administrative and compliance expenses related to operating as a public company. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. While our revenue has grown in recent years, if our revenue declines or fails to grow at a rate faster than these increases in our operating expenses, we may not be able to achieve or sustain profitability in future periods. As a result, we may continue to generate losses. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain profitability in any given period, or at all.

The market in which we participate is new and rapidly evolving, fragmented, and highly competitive, and if we do not compete effectively, our business, operating results, and financial condition could be adversely impacted.

The market for customer experience software solutions is new and rapidly evolving, fragmented, and highly competitive. Our competitors vary in size and in the breadth and scope of the products and services they offer. Our primary competition are manual internal processes that companies use to get customer feedback, which frequently involve using a variety of different tools. Certain features of our platform compete with existing products and services within the overall customer experience market. Providers of those products and services fall within the following categories: online sentiment and survey companies; product analytics companies; marketing analytics companies; point solution vendors offering usability research tools; research services firms; and panel aggregators. Further, because our market is new and rapidly developing, it is possible that new entrants, especially those with substantial resources, more efficient operating models, more rapid technology and content development cycles or lower marketing costs, could introduce new products and services that disrupt our market and better address the needs of our customers and potential customers. While we have reasons to believe we compete favorably against these competitors, some of our existing competitors and potential future competitors are larger and have greater brand-name recognition, longer operating histories, larger marketing budgets, established marketing relationships, access to larger customer bases, and significantly greater resources for the development of their offerings and solutions. Our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, or enterprise requirements. Moreover, we expect that an increasing focus on customer satisfaction and the growth of various communications channels and new technologies will have a significant impact

on the customer experience software solutions market and will likely result in the emergence of new competitors. Pricing pressures and increased competition generally could result in reduced revenue, reduced margins, losses, or the failure of our platform to achieve or maintain more widespread market acceptance, any of which could adversely impact our business, operating results, and financial condition.

Many of our current and potential competitors benefit from competitive advantages over us, including:

•greater name and brand recognition;

•longer operating histories;

•deeper product development expertise;

•greater market penetration;

•larger and more established customer bases and relationships;

•larger sales forces and more established distribution channels;

•larger marketing budgets; and

•access to significantly greater financial, human, technical, and other resources.

Some of our current or potential competitors may be able to offer products or services or functionality similar to ours at a more attractive price than we can, including by integrating or bundling such products and services with their other offerings. Acquisitions, partnerships, and consolidation in our industry may provide our competitors even more resources or may increase the likelihood of our competitors offering bundled or integrated products and services that we may not be able to effectively compete against. Furthermore, we are also subject to the risk of future disruptive technologies. If new technologies emerge that are able to collect and process experience tests, or competitors are otherwise able to develop customer experience offerings at lower prices, more efficiently, more conveniently or with greater functionality and features than ours, our ability to compete may be adversely impacted. If we are not able to compete successfully against our current and future competitors, our business, operating results, and financial condition would be adversely affected.

If we are unable to attract new customers and renew and expand sales to existing customers, our revenue growth could be slower than we expect, and our business, operating results, and financial condition would be adversely affected.

Our ability to achieve significant growth in revenue in the future will depend, in large part, upon our ability to attract new customers. We may not be able to attract new organizations to our platform for a variety of reasons, including as a result of their use of traditional approaches to improving customer experience, their budgets, or the pricing and features of our platform compared to competitive products and services. If we fail to attract new customers and fail to maintain and expand new customer relationships, our revenue may grow more slowly than we expect and our business, operating results, and financial condition would be adversely affected.

Our future revenue growth also depends upon expanding revenue from existing customers. If our existing customers do not renew their subscriptions, our revenue may grow slower than expected, may not grow at all, or may decline.

During the years ended December 31, 2019 and 2020, sales and marketing expenses represented approximately 49% and 58% of our total revenue, respectively. During the six months ended June 30, 2020 and 2021, sales and marketing expenses represented approximately 58% and 59% of our total revenue, respectively. We plan to continue expanding our sales efforts, both domestically and internationally, but we may be unable to hire qualified sales personnel, may be unable to successfully train those sales personnel that we are able to hire, and sales personnel may not become fully productive on the timelines that we have projected or at all. Additionally, although we dedicate significant resources to sales and marketing programs, these sales and marketing programs may not have the desired effect and may not expand sales. We cannot assure you that our efforts would result in attracting new customers,

increased sales to existing customers, and additional revenue. If our efforts to attract new customers or expand within existing customers are not successful, our business, operating results, and financial condition would be adversely affected.

The vast majority of our subscription arrangements typically have a one-year, non-cancelable term but may be longer or shorter in limited circumstances, with some large, multi-year contracts ranging up to three years. Our customers generally have no obligation to renew their subscriptions after the expiration of their initial subscription period. Moreover, our customers that do renew their subscriptions may renew for less seats or usage amounts or for shorter subscription periods. Customer renewals may decline or fluctuate as a result of a number of factors, including the reductions in our customers’ spending levels, higher volumes of usage purchased upfront relative to actual usage during the subscription term, changes in customers’ business models and use cases, our customers’ satisfaction or dissatisfaction with our platform, the value that our customers derive from our platform and the CxNs they collect, our pricing or pricing structure, the pricing or capabilities of competitive products or services, or the effects of global economic conditions, including weakened economic conditions as a result of the COVID-19 pandemic. If our customers do not renew their agreements with us, or renew on terms less favorable to us, our revenue may decline.

If we are not able to effectively introduce enhancements to our platform, including new products, services, features, and functionality, that achieve market acceptance, or keep pace with technological developments, our business, operating results, and financial condition could be adversely affected.

Our future success and demand for our platform will depend on several factors, including our ability to adapt and innovate and deliver high-quality CxNs and insights to our customers, competitive pricing, integration with other technologies and our platform, our ability to maintain a high-quality network of contributors, and overall market acceptance. To attract new customers and increase revenue from our existing customers, we will need to enhance and improve our existing platform, including introducing new products, services, features, and functionality, and extending our platform for new use cases. Enhancements to our platform may not be introduced in a timely or cost-effective manner, may contain errors or defects, and may have interoperability difficulties with aspects of our platform, or may not achieve the market acceptance necessary to generate significant revenue. If our customers believe that deploying our enhancements would be overly time-consuming, confusing, or technically challenging, then our ability to grow our business would be substantially harmed. We have in the past experienced delays in our internally planned release dates of new products, services, features, and functionality, and there can be no assurance that new developments will be released according to schedule. We have also invested, and may continue to invest, in the acquisition of complementary businesses and technologies that we believe will enhance our platform. However, we may not be able to integrate these acquisitions successfully or achieve the expected benefits of such acquisitions. If we are unable to successfully develop, acquire, or integrate new products, features, and functionality or enhance our existing platform to meet the needs of our existing or potential customers in a timely and effective manner, our business, operating results, and financial condition could be adversely affected.

In addition, because our platform is designed to operate on a variety of applications, systems, and devices, we will need to continually modify and enhance our platform to keep pace with technological advancements in such applications, systems, and devices. If we are unable to respond in a timely, customer-friendly, and cost-effective manner to these rapid technological developments, our platform may become less marketable and less competitive or obsolete, and our business, operating results, and financial condition may be adversely affected.

Our operating results may fluctuate from quarter to quarter, which makes our future results difficult to predict.

Our quarterly operating results have fluctuated in the past and may fluctuate in the future. Additionally, we have a limited operating history with the current scale of our business, which makes it difficult to forecast our future results and subjects us to a number of uncertainties, including our ability to plan for and anticipate future growth. As a result, you should not rely upon our past quarterly operating results as indicators of future performance. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly evolving markets, such as the risks and uncertainties described herein. Our operating results in any given

quarter can be influenced by numerous factors, many of which are unpredictable or are outside of our control, including:

•our ability to maintain and grow our customer base;

•our ability to retain and increase revenue from existing customers;

•our ability to attract, engage, and retain our network of high-quality contributors;

•our ability to introduce new features and functionalities and enhance existing features and functionalities;

•changes to our pricing model, including our recent introduction of our flex-based subscription pricing plan;

•our ability to respond to competitive developments, including pricing changes and the introduction of new products and services by our competitors, or the emergence of new competitors;

•the productivity of our sales force;

•changes in the UserTesting Contributor Network costs, which costs are significant and are not directly passed through to our customers;

•changes in the use cases of our customers;

•the length and complexity of our sales cycles;

•cost to develop and upgrade our platform to incorporate new technologies;

•seasonal purchasing patterns of our customers;

•impact of outages of our platform and reputational harm;

•costs related to the acquisition of businesses, talent, technologies, or intellectual property, including potentially significant amortization costs and possible write-downs;

•changes in the security or privacy laws or demands of our customers;

•failures or breaches of security or privacy, and the costs associated with responding to and addressing any such failures or breaches;

•foreign exchange fluctuations;

•changes to financial accounting standards and the interpretation of those standards that may affect the way we recognize and report our financial results, including changes in accounting rules governing recognition of revenue;

•general economic and political conditions and government regulations in the countries where we currently operate or plan to expand;

•decisions by us to incur additional expenses, such as increases in sales and marketing or research and development;

•the timing of stock-based compensation expense; and

•potential costs to attract, onboard, retain, and motivate qualified personnel.

The impact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that quarter-to-quarter comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance. The variability and unpredictability of our operating results could result in our failure to meet our expectations or those of analysts that

cover us or investors with respect to revenue or other operating results for a particular period. If we fail to meet or exceed such expectations, then the trading price of our common stock could fall substantially, and we could face costly lawsuits, including securities class action suits.

Because we recognize revenue from our subscriptions over the subscription term, downturns or upturns in new sales and renewals may not be immediately reflected in our operating results and may be difficult to discern. In addition, we recently added pricing options which may reduce visibility into our financial position and operating results.

Currently, a substantial majority of our revenue is earned under a subscription pricing model, and we generally recognize revenue ratably over the term of a subscription. As a result, a significant portion of the revenue we report in each quarter is derived from the recognition of revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any single quarter may have a minimal impact on our revenue for that quarter. However, such a decline would negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our platform, and potential changes in our rate of renewals, may not be fully reflected in our operating results until future periods. In addition, we have elected to expense renewal commissions in the period of booking if the period of amortization is one year or less, while revenue is recognized over the life of the agreement with our customer. As a result, a high level of renewals could continue to result in our recognition of more costs than revenue in the earlier periods of the terms of our agreements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” for additional information.

Moreover, a substantial majority of our customers pay for our platform under a seat-based subscription plan. However, to provide our customers additional flexibility, in the fourth quarter of 2020, we introduced a flex-based subscription pricing plan to both new and existing customers as an additional pricing option. Due to the recent introduction of this new pricing plan, we are unable to fully predict at this time the impacts it may have on our business, and, to the extent that our flex-based subscription plan represents a greater share of our revenue over time, we may have reduced visibility into our operating results. There is a risk that a flex-based subscription pricing plan may ultimately result in lower total cost to our customers over time or may cause our customers to limit utilization in order to stay within the limits of their existing flex-based subscription pricing plan, reducing overall revenue. Moreover, the introduction of a flex-based subscription pricing plan may impact annual renewal rates in a manner that we are unable to predict at this time. In addition, if we are unable to effectively implement information technology systems critical to managing our flex-based subscription pricing plan, we may be unable to accurately forecast our business and operating results under that pricing model.

Our subscription or pricing models may not accurately reflect the optimal pricing necessary to attract new customers and retain existing customers as the market matures. As the market for our platform matures, or as competitors introduce new products and services that compete with ours, we may be unable to attract new customers and retain existing customers at the same price or based on the same pricing models as we have used historically. Within each of our two primary subscription pricing plans, we offer specific editions based on varying levels of tools, features, and functionality. Therefore, pricing decisions may impact the mix of adoption among our subscription pricing plans and negatively impact our overall revenue. In addition, we are unable to predict at this time whether our recently introduced flex-based subscription pricing plan option is optimally priced. Moreover, we may from time to time decide to make further changes to our pricing model due to a variety of reasons, including changes to the market for our products and services, pricing pressures, and the introduction of new products and services by competitors. Changes to any components of our pricing model may, among other things, result in customer dissatisfaction and could lead to a loss of customers and could negatively impact our business, operating results, and financial condition.

If our or our third-party service providers’ security measures are breached, if unauthorized access to customer or contributor data, our data, or our platform is otherwise obtained, or if our platform is perceived as not being secure, customers may reduce the use of or stop using our platform, and we may incur significant liabilities.

Our platform processes, stores, and transmits certain customer and contributor data, including personally identifiable information or personal information. Our platform is built to be available on the infrastructure of third-

party public cloud providers, such as Amazon Web Services (AWS). We also use third-party service providers and sub-processors to help us deliver services and tests to our customers and contributors. These vendors may store or process personal information or other confidential information of our employees, partners, customers, or contributors. We collect such information from individuals located both in the United States and abroad and may store or process such information outside the country in which it was collected. While we, our third-party cloud providers, and our third-party processors have implemented security measures designed to protect against security breaches, these measures could fail or be insufficient to protect against unauthorized disclosures or loss of data.

Unauthorized access to, or other security breaches of, our platform or the other systems or networks used in our business, including our own systems as well as those of our vendors, contractors, partners, or those with which we have strategic relationships, could result in the unauthorized disclosure, loss, compromise, exfiltration, destruction, or corruption of customer, contributor, or other personal data, including sensitive data, loss of business, reputational damage adversely affecting customer, contributor, or investor confidence, regulatory investigations and orders, class action or other litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, notification obligations, significant costs for remediation, and other liabilities. If our security measures or those of our service providers are breached, or are perceived to have been breached, as a result of third-party action, including cyber-attacks or other intentional misconduct by computer hackers, employee error, malfeasance, or otherwise, and someone obtains unauthorized access to our data or other data we or our service providers maintain, including sensitive customer and contributor data, personal information, intellectual property, and other confidential financial or business information, we could face loss of business, regulatory investigations, or orders, and our reputation could be severely damaged. We could be required to expend significant capital and other resources to alleviate the problem, as well as incur significant costs and liabilities, including due to litigation, indemnity obligations, damages for contract breach, penalties for violation of applicable laws or regulations, and costs for remediation and other incentives offered to customers, contributors, or other business partners in an effort to maintain business relationships after a breach or other incident. Moreover, if our platform is perceived as not being secure, regardless of whether our or our service providers’ security measures are actually breached, we could suffer harm to our reputation, and our business, operating results, and financial condition would be negatively impacted.

We cannot ensure that our or our service providers’ measures to prevent security breaches or other security incidents will not result in the loss of information, litigation, indemnity obligations, penalties, and other liability. Similarly, we cannot ensure that any limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim relating to a security breach or other security-related matters. Certain of our customer contracts do not limit our liability with respect to security breaches and other security-related matters. We also cannot be sure that our existing insurance coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims related to a security incident or breach, or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, operating results, and financial condition.

Moreover, cyber-attacks and other malicious Internet-based activities continue to increase generally. Further, we may experience increased cyber-attacks and security challenges as our employee base works remotely due to the COVID-19 pandemic. Because the techniques used to obtain unauthorized access to or sabotage systems change frequently and generally are not identified until they are launched against a target, we and our service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, third parties may attempt to fraudulently induce employees, contractors, or contributors to disclose information to gain access to our data, our customers’ data, or our contributors’ data. We could suffer significant damage to our brand and reputation if a cyber-attack or other security incident were to result in unauthorized access to or modification of any of our customer’s data, contributor’s data, other external data, or our own data or our IT systems or if the services we provide to our customers were disrupted, or if our platform is perceived as having security vulnerabilities. Customers and contributors could lose confidence in the security and reliability of our platform and perceive them to be not secure. This could lead to fewer customers and contributors using our platform and result in reduced revenue

and earnings. The costs we would incur to address and respond to these security incidents, and to prevent them thereafter, would increase our expenses. Therefore, these types of security incidents could also lead to lawsuits, regulatory investigations and claims, and increased legal liability.

We have a limited operating history which makes it difficult to evaluate our business and prospects and increases the risks associated with your investment.

Although we were founded in 2007, we have changed our business model significantly over time. For example, while we first launched our platform for enterprise customers in 2012, we did not invest significantly in our enterprise solution until we hired our enterprise sales force in 2016. In addition, in the fourth quarter of 2020, we launched a flex-based subscription pricing plan and began a roll out to both new and existing customers as an additional pricing option. As a result, our business and pricing models have not been fully proven, and we have only a limited operating history with our current business and pricing models to evaluate our business and future prospects, which subjects us to a number of uncertainties, including our ability to plan for and model future growth. Therefore, our historical revenue growth should not be considered indicative of our future performance.

We have experienced rapid growth and expect to invest in our growth for the foreseeable future. If we fail to manage our growth effectively, then our business, operating results, and financial condition would be adversely affected.

We have experienced rapid growth in recent periods, and we expect to continue to invest broadly across our organization to support our growth. Our total revenue has grown from $76.6 million for the year ended December 31, 2019 to $102.2 million for the year ended December 31, 2020, and from $46.5 million for the six months ended June 30, 2020 to $66.3 million for the six months ended June 30, 2021. During this period, the number of our employees has grown from 402 as of December 31, 2019 to 556 as of December 31, 2020, and from 487 as of June 30, 2020 to 653 as of June 30, 2021. Although we have experienced rapid growth historically, we may not sustain our current growth rates, nor can we assure you that our investments to support our growth will be successful. The growth and expansion of our business will require us to invest significant financial and operational resources and the continuous dedication of our management team.

We plan to continue to expand our international operations into more countries in the future, which will place additional demands on our resources and operations. The growth and expansion of our business has placed and continues to place a significant strain on our management, operations, financial infrastructure, and corporate culture. In the event of further growth of our business, our information technology systems and our internal controls and procedures may not be adequate to support our operations. We have also experienced significant growth in the number of customers, transactions, and amount of data that our platform and our associated hosting infrastructure support. For example, we had 190 customers with at least $100,000 of ARR as of December 31, 2020, reflecting growth of 39% from December 31, 2019, and we had 249 customers with at least $100,000 of ARR as of June 30, 2021, reflecting growth of 58% from June 30, 2020.

We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including our ability to achieve market acceptance of our platform and attract and retain customers, as well as increasing competition and increasing expenses as we continue to grow our business. To manage any future growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our operating and administrative systems and controls, our corporate governance systems, and our ability to manage headcount, capital, and processes in an efficient manner. We may not be able to successfully implement or scale improvements to our systems, processes, and controls in an efficient or timely manner.

We are in the early stages of implementing new information technology systems, including reporting tools and processes, critical to support and manage our expanded pricing plan options and the overall growth of our business, and, as a result, we have incurred and will continue to incur additional costs in connection with implementing these systems. If we are unable to effectively implement these systems, or if we experience disruption during the system implementation process, our ability to manage our business and forecast our operating results will be adversely affected. In addition, our existing and newly implemented systems, processes, and controls may not prevent or detect

all errors, omissions, or fraud. We may also experience difficulties in managing improvements to our systems, processes, and controls or in connection with third-party software licensed to help us with such improvements. Any future growth will continue to add complexity to our organization and require effective coordination throughout our organization.

Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction and demand for our platform, increases in costs, difficulties in introducing new products and services or enhancing our platform, loss of customers and contributors, difficulties in attracting or retaining talent, or other operational difficulties, any of which could adversely affect our business, operating results, and financial condition. Effectively managing our growth may also be more difficult to accomplish the longer that our employees, our customers, and the overall economy is impacted due to the COVID-19 pandemic.

Our growth depends on our ability to attract and engage our network of contributors, and the failure to attract and engage our contributors could adversely impact our business, operating results, and financial condition.

Our network of contributors is an important element of our business model. Our ability to attract and maintain customers in the future may be affected by our ability to attract and engage high-quality contributors to provide their perspectives through our platform. Achieving engagement by a network of contributors may require us to increasingly engage in sophisticated, costly, and lengthy marketing efforts that may not result in the additional engagement we seek, or may not do so in a cost-effective manner. If we are unable to engage high-quality contributors, our reputation could be harmed, our existing customers may choose not to renew their subscriptions, and our business, operating results, and financial condition would be adversely impacted.

Real or perceived defects or errors on our platform could harm our reputation, result in significant costs to us, and impair our ability to sell subscriptions to our platform and related services.

The software technology underlying our platform is inherently complex and may contain material defects or errors, particularly when first introduced or when new features or capabilities are released. In addition, our platform depends on the ability of our software to store, retrieve, process, and manage immense amounts of data. Although we continually test our platform for defects and work with customers through our customer support organization to identify and correct errors, we have from time to time found defects or errors on our platform, and new defects or errors in our existing platform or new software may be detected in the future by us or our users. There can be no assurance that our existing platform and new software will not contain defects. Any real or perceived defects, errors, failures, bugs, or vulnerabilities on our platform could result in negative publicity, data security, access, retention, or other performance issues and customer terminations and impair our ability to sell subscriptions to our platform and related services in the future, all of which could harm our business. The costs incurred in correcting such defects or errors in our platform may be substantial and could adversely affect our business, operating results, and financial condition. Moreover, the harm to our reputation and legal liability related to such defects or errors may be substantial and adversely impact our business, operating results, and financial condition. We are also reliant on third-party software and infrastructure, including the infrastructure of the Internet, to provide our platform. Any defects, failures or disruptions to our platform or this infrastructure that cause interruptions to the availability of our platform, loss of data, or other performance issues could result in, among other things:

•lost revenue or delayed market acceptance and sales of our platform;

•loss of competitive position;

•early termination of customer agreements or loss of customers;

•credits or refunds to customers;

•lawsuits and other claims against us;

•diversion of development resources;

•increased expenses associated with remedying any defect, including increased technical support costs;

•injury to our brand and reputation; and

•increased maintenance and warranty costs.

While our customer agreements may contain limitations and disclaimers that purport to limit our liability for damages related to defects in our platform, such limitations and disclaimers may not be enforced by a court or other tribunal or otherwise effectively protect us from such claims. Accordingly, any errors, defects, or disruptions to our platform could adversely impact our business, operating results, and financial condition.

We invest significantly in research and development, and to the extent our research and development investments do not translate into enhancements to our platform, or if we do not make those investments efficiently, our business, operating results, and financial condition could be adversely impacted.

A key element of our strategy is to invest significantly in our research and development efforts to improve and develop new solutions and rapidly introduce new technologies, features, and functionality of our platform. For each of the years ended December 31, 2019 and 2020, our research and development expenses were 27% of our total revenue, and were 28% and 30% of our total revenue for the six months ended June 30, 2020 and 2021, respectively. If we do not spend our research and development budget efficiently or effectively on compelling innovation and technologies, our business may be harmed and we may not realize the expected benefits of our strategy. Moreover, research and development projects can be technically challenging, time-consuming, and expensive. The nature of these research and development cycles may cause us to experience delays between the time we incur expenses associated with research and development and the time we are able to offer compelling platform updates and generate revenue, if any, from such investment. Additionally, anticipated demand for an enhancement to our platform could fail to materialize after the development cycle has commenced, and we would nonetheless be unable to avoid substantial costs associated with the development of any such platform enhancement. If we expend a significant amount of resources on research and development and our efforts do not lead to the successful enhancement of our platform that is competitive in our current or future markets, our business, operating results, and financial condition could be adversely affected.

Our long-term success depends, in part, on our ability to expand the sales of our platform to customers located outside of the United States and our current, and any further, expansion of our international operations exposes us to risks that could have a material adverse effect on our business, operating results, and financial condition.

We have been recognizing increased revenue from international sales, and we conduct our business activities in various foreign countries. We currently have operations in North America, Europe, and Asia. In the years ended December 31, 2019 and 2020, we derived approximately 9% and 15% of our total revenue, respectively, from customers located outside the United States. During the six months ended June 30, 2020 and 2021, we derived approximately 14% and 17% of our total revenue, respectively, from customers located outside the United States. Our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple cultures, customs, legal systems, regulatory systems, and commercial infrastructures. International expansion will require us to invest significant funds and other resources. Our operations in international markets may not develop at a rate that supports our level of investment. Expanding internationally may subject us to new risks that we have not faced before or increase risks that we currently face, including risks associated with:

•recruiting and retaining talented and capable employees and contributors in foreign countries;

•increased exposure to public health issues, such as the COVID-19 pandemic;

•providing our platform to customers and contributors from different cultures, which may require us to adapt to sales practices, modify our platform, and provide features necessary to effectively serve the local market;

•the burden of complying with a wide variety of laws, including those relating to labor matters, permanent establishment, payroll tax and other tax considerations;

•compliance with privacy, data protection, encryption, biometric and information security laws, such as the California Consumer Privacy Act (CCPA), European Union Data Protection Directive and the European General Data Protection Regulation (GDPR), and the Singapore Personal Data Protection Act of 2012;

•longer sales cycles in some countries;

•increased third-party costs relating to data centers outside of the United States;

•generally longer payment cycles and greater difficulty in collecting accounts receivable;

•credit risk and higher levels of payment fraud;

•weaker intellectual property protection in some countries;

•compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), and the UK Bribery Act 2010 (UK Bribery Act);

•currency exchange rate fluctuations;

•tariffs, export, and import restrictions, restrictions on foreign investments, sanctions, and other trade barriers or protection measures;

•foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

•economic or political instability in countries where we may operate, including, for example, the uncertainty associated with a possible Scottish referendum on independence from the United Kingdom;

•corporate espionage;

•compliance with the laws of numerous taxing jurisdictions, both foreign and domestic, in which we conduct business, potential double taxation of our international earnings, and potentially adverse tax consequences due to changes in applicable U.S. and foreign tax laws;

•increased costs to establish and maintain effective controls at foreign locations; and

•overall higher costs of doing business internationally.

Our international sales and operations may be subject to foreign governmental laws and regulations, which vary substantially from country to country. Further, we may be unable to keep up to date with changes in government laws and regulations as they change over time. Failure to comply with these laws and regulations could result in adverse effects to our business. In many foreign countries, it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. and foreign laws and regulations applicable to us. Although we have implemented policies and procedures designed to ensure compliance with these laws and regulations and our internal policies, there can be no assurance that all of our employees, contractors, partners, and agents will comply with these laws and regulations or our internal policies. Violations of laws or regulations by our employees, contractors, partners, or agents could result in litigation, regulatory action, costs of investigation, delays in revenue recognition, delays in financial reporting, financial reporting misstatements, fines, penalties, or a prohibition on selling our platform, any of which could have an adverse effect on our business, operating results, and financial condition.

Certain estimates of market opportunity, forecasts of market growth, and our operating metrics included in this prospectus may prove to be inaccurate.

Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size and expected growth of our target market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all. Certain of these estimates are calculated using internal data and the estimates in this prospectus are

subject to a number of assumptions and extrapolations, and as a result, the actual market opportunity and growth forecasts may be different than our disclosed numbers. In addition, our growth is subject to many factors, including our success in executing our business strategy, which is subject to many risks and uncertainties. Accordingly, the estimates and forecasts of market size and growth we have provided in this prospectus should not be taken as indicative of our future growth.

If we fail to offer high-quality customer support, our business, operating results, and financial condition could be adversely impacted and our reputation will suffer.

Once our platform is deployed to our customers, our customers rely on our support services to resolve any related issues. High-quality customer education and customer support is important for the successful marketing and sale of our products and for the increase within existing customers. The importance of high-quality customer support will increase as we expand our business and pursue new organizations. If we do not help our customers quickly resolve post-deployment issues and provide effective ongoing customer support, our ability to maintain and increase within existing customers could suffer and our reputation with existing or potential customers could be harmed.

The majority of our customer base consists of large and mid-sized organizations, and we currently generate a significant portion of our revenue from a relatively small number of organizations. Accordingly, the loss of any one of our larger customers could have a material adverse impact on our revenue. While we expect that the revenue from our largest customers will decrease over time as a percentage of our revenue as we generate more revenue from other customers, we also believe that revenue from our largest customers may continue to account for a significant portion of our revenue, at least in the near term. In the event that these large customers discontinue the use of our platform or uses our platform in a more limited capacity, our business, operating results, and financial condition could be adversely affected.

As a substantial portion of our sales efforts are increasingly targeted at large enterprise customers, our sales cycle may become increasingly lengthy and more expensive and we may encounter greater pricing pressure, all of which could adversely impact our business, operating results, and financial condition.

As a substantial portion of our sales efforts are increasingly targeted at large enterprise customers, we face greater costs, longer sales cycles, and less predictability in the completion of some of our sales. Larger organizations typically have longer decision-making cycles, require greater functionality and scalability, expect a broader range of services, demand that vendors take on a larger share of risks, demand higher levels of customer service and support, and expect greater payment flexibility from vendors. We are often required to spend time and resources to better familiarize potential customers with the value proposition of our platform. As a result of these factors, sales opportunities with large organizations may require us to devote greater sales and administrative support and professional services resources to individual customers, which could increase our costs, lengthen our sales cycle, and divert our own sales and professional services resources to a smaller number of larger customers. We may spend substantial time, effort, and money in our sales efforts without being successful in producing any sales. All these factors can add further risk to business conducted with these customers. In addition, if sales expected from a large customer for a particular quarter are not realized in that quarter or at all, our business, operating results, and financial condition could be materially and adversely affected.

Our revenue growth and ability to achieve and sustain profitability will depend, in part on being able to expand our direct sales force and increase the productivity of our sales force.

To date, most of our revenue has been attributable to the efforts of our direct sales force. In order to increase our revenue and achieve and sustain profitability, we must increase the size of our direct sales force, both in the United States and internationally, to generate additional revenue from new and existing customers.

We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Because our platform is often sold to large organizations and involves a long sales cycle, it is more

difficult to find sales personnel with the specific skills and technical knowledge needed to sell subscriptions to our platform and, even if we are able to hire qualified personnel, doing so may be expensive. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training, and retaining sufficient numbers of direct sales personnel to support our growth. New sales personnel require significant training and can take a number of months to achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect and if our new sales employees do not become fully productive on the timelines that we have projected or at all, our revenue will not increase at anticipated levels and our ability to achieve long-term projections may be negatively impacted. We may also be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. Furthermore, hiring sales personnel in new countries requires additional set up and upfront costs that we may not recover if the sales personnel fail to achieve full productivity. In addition, as we continue to grow, a larger percentage of our sales force will be new to our company and our platform, which may adversely affect our sales if we cannot train our sales force quickly or effectively. Attrition rates may increase, and we may face integration challenges as we continue to seek to expand our sales force. Because we do not have a long history of expanding our sales force or managing a sales force at the scale that we intend to operate, we cannot accurately predict whether, or to what extent, our sales will increase as we expand our sales force or how long it will take for sales personnel to become productive. If we are unable to hire and train sufficient numbers of effective sales personnel, or if the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business will be adversely affected.

We periodically change and make adjustments to our sales organization in response to market opportunities, competitive threats, management changes, product and service introductions or enhancements, acquisitions, sales performance, increases in sales headcount, cost levels, and other internal and external considerations. Any future sales organization changes may result in a temporary reduction of productivity, which could negatively affect our rate of growth. In addition, any significant change to the way we structure our compensation of our sales organization may be disruptive and may affect our revenue growth.

Our business and growth depend in part on the success of our strategic relationships with third parties.

We depend on, and anticipate that we will continue to depend on, various third-party relationships in order to sustain and grow our business, including technology companies whose products integrate with ours. Failure of any of these technology companies to maintain, support, or secure their technology platforms in general, and our integrations in particular, or errors or defects in their technologies or products, could adversely affect our relationships with our customers, damage our brand and reputation, and result in delays or difficulties in our ability to provide our platform. Identifying, negotiating, and documenting relationships with strategic third parties requires significant time and resources. Our agreements with these third parties are typically limited in duration, non-exclusive, and do not prohibit our partners from working with our competitors or from offering competing services.

If we are unsuccessful in establishing or maintaining our relationships with these strategic third parties, or realizing the anticipated benefits from such partnerships, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results may suffer.

If we fail to integrate our platform with a variety of software applications, operating systems, and platforms that are developed by others, our platform may become less marketable, less competitive or obsolete, and our business, operating results, and financial condition would be adversely impacted.

Our customers and prospective customers expect our platform to integrate with a variety of software systems, and we need to continuously modify and enhance our platform to adapt to changes in software, browser, and database technologies. In general, we rely on the fact that the providers of such software systems continue to allow us access to their application programming interfaces (APIs) to enable these customer integrations. In the future we expect to integrate our platform with additional third-party APIs and we anticipate that we will be unable to rely on long-term written contracts to govern our relationships with these providers and instead will be subject to the standard terms and conditions for application developers of such providers, which govern the distribution, operation, and fees of such software systems, and which are subject to change by such providers from time to time. As such, our business, operating results, and financial condition could be adversely impacted.

Unfavorable conditions in our industry or the economy more generally or reductions in information technology spending could limit our ability to grow our business and adversely affect our business, operating results, and financial condition.

Our operating results may vary based on the impact of changes in our industry or the economy more generally on us or our customers. Our business and operating results depend on demand for information technology generally and for customer experience software solutions platforms in particular, which in turn is influenced by the scale of business that our customers are conducting. Weak economic conditions, either in the U.S. or internationally, including as a result of changes in gross domestic product growth, financial and credit market fluctuations, political turmoil, natural catastrophes or conflict, and public health crises, such as the COVID-19 pandemic, and related public health measures, could cause a decrease in business investments, including spending on information technology generally. To the extent that weak economic conditions cause our existing customers or potential customers to reduce their budget for customer experience solutions platforms or to perceive spending on such systems as discretionary, demand for our platform may be adversely affected. Moreover, customers and potential customers may require extended billing terms and other financial concessions, which would limit our ability to grow our business and adversely affect our business, operating results, and financial condition.

Any disruption of service of Amazon Web Services, our data hosting service, could interrupt or delay our ability to deliver our services to our customers.

We currently host our platform, serve our customers, and support our operations worldwide primarily using AWS. Despite precautions, we may also experience planned and unplanned costs, interruptions, delays, and outages in service or other performance problems in connection with such cloud infrastructure services. We do not have control over the operations of the AWS facilities. These facilities are vulnerable to damage or interruption from earthquakes, hurricanes, floods, fires, cyber security attacks, terrorist attacks, power losses, telecommunications failures, and similar events. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in the performance of our platform and services. In particular, the California-based data facilities are located in an area known for seismic activity, increasing our susceptibility to the risk that an earthquake could significantly harm the operations of these facilities. The facilities also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Our platform’s continuing and uninterrupted performance is critical to our success. As such, it is critical for our business that our platform be accessible without interruption or degradation of performance, and we typically provide our customers with service level commitments with respect to annual uptime. Customers may become dissatisfied by any system failure that interrupts the availability or functionality of our platform or services. Outages could lead to the triggering of our service level agreements and the issuance of credits to our customers, in which case, we may not be fully indemnified for such losses pursuant to our agreement with AWS. We may not be able to easily convert our AWS operations to another cloud provider if there are disruptions or interference with our use of AWS. Sustained or repeated system failures would reduce the attractiveness of our platform to customers and result in contract terminations, thereby reducing revenue. Moreover, negative publicity arising from these types of disruptions could damage our reputation and may adversely impact use of our platform. We may not carry sufficient business interruption insurance to compensate us for losses that may occur as a result of any events that cause interruptions in our service.

In addition, AWS does not have an obligation to renew its agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements with AWS or enter into a cloud services agreement on commercially reasonable terms with another service provider, if our agreements with our service providers are terminated, or, if in the future, we add additional data center providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers. If these providers were to increase the cost of their services, we may have to increase the price of our platform, and our operating results may be adversely impacted.

Errors, defects, or disruptions in our platform could diminish demand, harm our financial results, and subject us to liability.

Our customers use our platform for important aspects of their businesses, and any errors, defects, or disruptions to our platform, or other performance problems with our platform could harm our brand and reputation and may damage our customers’ businesses. We are also reliant on third-party software and infrastructure, including the infrastructure of the Internet, to provide our platform. Any failure of or disruption to this software and infrastructure could also make our platform unavailable to our customers. Our platform is constantly changing with new software releases, which may contain undetected errors when first introduced or released. Any errors, defects, disruptions in service, or other performance problems with our platform could result in negative publicity, loss of or delay in market acceptance of our products, loss of competitive position, delay of payment to us, lower consumption rates, or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. Accordingly, any errors, defects, or disruptions to our platform could adversely impact our brand and reputation, revenue, and operating results.

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

Our customer contracts typically provide for service level commitments, which relate to annual uptime and, for premiere support, certain response times. If we are unable to meet the stated service level commitments or suffer extended periods of unavailability for our platform, we may be contractually obligated to provide these customers with service credits, refunds for prepaid amounts related to unused subscription services, or other remedies, or we could face contract terminations. In addition, we could face legal claims for breach of contract, tort, or breach of warranty. Although we typically have contractual protections, such as warranty disclaimers and limitation of liability provisions, in our customer agreements, they may not fully or effectively protect us from claims by customers, commercial relationships, or other third parties. We may not be fully indemnified by our vendors for service interruptions that are beyond our control, and any insurance coverage we may have may not adequately cover all claims asserted against us, or cover only a portion of such claims. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources. As such, our revenue could be adversely impacted if we fail to meet our service level commitments under our agreements with our customers, including, but not limited to, support response times and service outages. Thus, we have not been required to provide customers with service credits that have been material to our operating results, but we cannot assure you that we will not incur material costs associated with providing service credits to our customers in the future.

Therefore, any failure to meet our service level commitments could adversely impact our reputation, business, operating results, and financial condition.

Our business depends on a strong and trusted brand, and any failure to maintain, protect, and enhance our brand would hurt our ability to retain or expand our customer and contributor base, our market share, and our ability to attract and retain employees and contributors.

We have developed a strong and trusted brand identity that we believe has contributed significantly to the success of our business. We believe that continuing to develop, enhance and maintain our brand and reputation in a cost-effective manner are important to achieving widespread acceptance of our platform and are important elements in attracting new customers and contributors and maintaining existing customers and contributors. We believe that the importance of our brand and reputation will increase as competition in our market further intensifies. Successful promotion of our brand will depend on the effectiveness of our marketing efforts, our ability to provide a reliable and useful platform at competitive prices, the perceived value of our platform, and our ability to provide quality customer support. In addition, the promotion of our brand requires us to make substantial expenditures, and we anticipate that the expenditures will increase as our market becomes more competitive, as we expand into new markets, and as more sales are generated through our strategic partners. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses we incur in building and

maintaining our brand and reputation. If we fail to promote and maintain our brand successfully or to maintain loyalty among our customers, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, we may fail to attract new customers, contributors and partners or retain our existing customers, contributors and partners and our business and financial condition may be adversely affected. Our brand may also be negatively affected by the actions of contributors that are deemed to be inappropriate by our customers, by the actions of contributors acting under false or inauthentic identities, by the use of our platform for illicit or objectionable ends, or by our decisions to remove content or suspend participation on our platform by persons who violate our content policy or terms of service. Any negative publicity relating to our employees, customers, contributors, partners, or others associated with these parties, may also tarnish our own reputation simply by association and may reduce the value of our brand. Damage to our brand and reputation may result in reduced demand for our platform and increased risk of losing market share to our competitors. Any efforts to restore the value of our brand and rebuild our reputation may be costly and may not be successful.

Our customers may fail to pay us in accordance with the terms of their agreements, necessitating action by us to compel payment.

We typically enter into non-cancelable agreements with a term of one year with our customers, but which may be longer or shorter in limited circumstances, with some large, multi-year contracts ranging up to three years. If customers fail to pay us under the terms of our agreements, we may be adversely affected both from the inability to collect amounts due and the cost of enforcing the terms of our contracts, including litigation. The risk of such negative effects increases with the term length of our customer arrangements. Furthermore, some of our customers may seek bankruptcy protection or other similar relief and fail to pay amounts due to us, or pay those amounts in an untimely manner, either of which could adversely affect our operating results, financial position, and cash flow. Moreover, as a result of the COVID-19 pandemic, some existing customers have negotiated, and others may attempt to renegotiate, contracts and obtain concessions, including, among other things, longer payment terms or modified subscription dates, or may fail to make payments on their existing contracts, which may materially and negatively impact our business, operating results, and financial condition.

Risks Related to Our People

Our business depends largely on our ability to attract and retain talented employees, including senior management. If we lose the services of the members of our senior management team, we may not be able to execute on our business strategy.

Our future success depends on our continuing ability to attract, train, assimilate, and retain highly skilled personnel, including software engineers and sales personnel. We face intense competition for qualified individuals from numerous software and other technology companies. In addition, competition for qualified personnel, particularly software engineers, is particularly intense in the San Francisco Bay Area, where our headquarters are located. We may not be able to retain our current key employees or attract, train, assimilate, or retain other highly skilled personnel in the future. We may incur significant costs to attract and retain highly skilled personnel, and we may lose new employees to our competitors or other technology companies before we realize the benefit of our investment in recruiting and training them. As we move into new geographies, we will need to attract and recruit skilled personnel in those areas. If we are unable to attract and retain suitably qualified individuals who are capable of meeting our growing technical, operational, and managerial requirements, on a timely basis or at all, our business, operating results, and financial condition may be adversely affected.

Our future success also depends in large part on the continued services of senior management and other key personnel. We rely on our leadership team in the areas of operations, strategy, security, marketing, sales, support, and general and administrative functions, and on individual contributors on our research and development team. Our senior management and other key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason, and without notice. We do not currently maintain key-person life insurance policies on any of our officers or employees. If we lose the services of senior management or other key personnel, or if we are unable to attract, train, assimilate, and retain the highly skilled personnel we need, our business, operating results, and financial condition could be adversely affected.

Volatility or lack of appreciation in our stock price may also affect our ability to attract and retain our key employees. Many of our senior personnel and other key employees have become, or will soon become, vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase price of the shares or the exercise price of the options, or conversely, if the exercise price of the options that they hold are significantly above the market price of our common stock. If we are unable to retain our employees, or if we need to increase our compensation expenses to retain our employees, our business, operating results, and financial condition, could be adversely affected.

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

We believe that our corporate culture has been a key contributor to our success. We have worked to develop our culture, and we strive to empower our employees to continuously learn, evolve, and grow, and treat each other with respect. If we do not continue to develop our corporate culture as we grow and evolve, including maintaining a culture that encourages a sense of ownership by our employees, it could harm our ability to foster the innovation, creativity, and teamwork we believe that we need to support our growth. We expect to continue to hire as we expand. As our organization grows and we are required to implement more complex organizational structures, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture, which could negatively impact our future success. In addition, potential liquidity events could create disparities of wealth among our employees, which could adversely impact relations among employees and our corporate culture in general. Our anticipated headcount growth and our transition from a private company to a public company may result in a change to our corporate culture, which could adversely impact our business.

Our management team has limited experience managing a public company.

Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors and regulators, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely impact our business, operating results, and financial condition.

Risks Related to Our Intellectual Property

Our intellectual property rights are valuable, and failure to protect them could reduce the value of our products, services, and brand.

Our success and ability to compete depends in part upon our intellectual property and other proprietary rights. We rely on a combination of copyright protection, trade secret protection, rights in our trademarks, patent rights, and contractual agreements with our employees, contractors, customers, partners, and others to protect our intellectual property rights. Our intellectual property is an important asset, and litigation to defend intellectual property can be expensive and lengthy. Various factors outside of our control also pose a threat to our intellectual property rights, as well as to our products, services, and technologies. However, we may fail to obtain effective intellectual property protection, or effective intellectual property protection may not be available in every country in which our products and services are available. We may fail to effectively enforce all our rights in every jurisdiction. Also, the efforts we have taken to protect our intellectual property rights may not be sufficient or effective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Despite our efforts to protect and enforce our proprietary rights, there can be no assurance our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to ours and compete with our business or that unauthorized parties may attempt to copy aspects of our technology or misuse our proprietary information.

In addition to registered intellectual property rights such as trademark registrations and patents, we rely on non-registered proprietary information and technology, such as trade secrets, confidential information, know-how, copyrights, and technical information. In order to protect our proprietary information and technology, we rely in part on agreements with our employees, investors, independent contractors and other third parties that place restrictions on the use and disclosure of this intellectual property. These agreements may be breached, or this intellectual property, including trade secrets, may otherwise be disclosed or become known to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. To the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. The loss of trade secret protection could make it easier for third parties to compete with our products and services by copying functionality. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secrets and other intellectual property rights. We may pursue registration of trademarks and domain names in the United States and in certain jurisdictions outside of the United States. Effective protection of trademarks and domain names is expensive and difficult to maintain, both in terms of application and registration costs as well as the costs of defending and enforcing those rights. We may be required to protect our rights in an increasing number of countries, a process that is expensive and may not be successful or which we may not pursue in every country in which our products and services are distributed or made available. Foreign countries have different laws and regulations regarding protection of intellectual property, and the protection available in other jurisdictions may not be as effective as that provided in the United States.

We may be unable to obtain trademark protection for our technologies and brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our products and services from those of our competitors. In addition, our trademarks may be contested, circumvented, or found to be unenforceable, weak, or invalid, and we may not be able to prevent third parties from infringing or otherwise violating them. To counter infringement, misappropriation or unauthorized use of our trademarks, we may deem it necessary to file infringement claims, which can be expensive and time consuming. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. An adverse outcome in such litigation or proceedings may expose us to a loss of our competitive position, expose us to significant liabilities, or require us to seek licenses that may not be available on commercially acceptable terms, if at all.

Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. Efforts to enforce or protect proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could harm our business and operating results.

We may become subject to intellectual property infringement claims brought against us by others.

From time to time, our competitors or other third parties may claim that we are infringing upon or misappropriating their intellectual property rights, and we may be found to be infringing upon or misappropriating such rights. While we would zealously and appropriately defend against any wrongful claim, we may not be successful in defending against any such challenges, securing settlements, or obtaining licenses to avoid or resolve any intellectual property disputes.

Accordingly, successful intellectual property infringement claims against us could result in monetary liability or a material disruption in the conduct of our business. We cannot be certain that our products and services, platform, and brand names do not or will not infringe valid patents, trademarks, copyrights, or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. Any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may require us to cease selling our platform or using products and services that incorporate the intellectual property that we allegedly infringe, make substantial payments for legal fees, settlement payments, or other costs or damages, obtain a license, which may not be available on reasonable terms or at all, to sell or use the relevant technology, or redesign the allegedly infringing

feature to avoid infringement, which could be costly, time-consuming, or impossible. Any claims or litigation, regardless of merit, could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our products and services, or require that we comply with other unfavorable terms. We do not have a significant patent portfolio, which could prevent us from deterring patent infringement claims through our own patent portfolio, and our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. We may also be obligated to obtain licenses from third parties or modify our platform, and each such obligation could further exhaust our resources.

Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, our reputation, and operating results. We expect that the occurrence of infringement claims is likely to grow as the market for customer experience software solutions grows. Accordingly, our exposure to damages resulting from infringement claims could increase and this could further impact our financial and management resources.

Adverse litigation judgments or settlements resulting from legal proceedings in which we may be involved could expose us to monetary damages or limit our ability to operate our business.

We may become involved in private actions, collective actions, investigations, and various other legal proceedings by customers, employees, competitors, government agencies, or others. The results of any such litigation, investigations, and other legal proceedings are inherently unpredictable and expensive. Any claims against us, whether or not meritorious, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, operating results, and financial condition.

We employ third-party licensed software for use in or with our software, and the inability to maintain these licenses or errors in the software we license could result in increased costs or reduced service levels, which could adversely affect our business.

Our software utilizes certain third-party software obtained under licenses. We anticipate that we will continue to rely on such software and development tools licensed from third parties in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to migrate to alternative solutions. Also, any undetected errors or defects in third-party software could prevent the deployment or impair the functionality of our platform, delay new updates or enhancements to our platform, result in a failure of our platform, and injure our reputation.

Our platform contains open source software components, and failure to comply with the terms of the underlying licenses could restrict our ability to sell our platform.

Our platform incorporates certain open source software and we may continue to use open source software in our platform in the future. An open source license typically permits the use, modification, and distribution of software in source code form subject to certain conditions. There are uncertainties regarding the proper interpretation of and compliance with open source software licenses. Certain open source software licenses require a user who intends to distribute the open source software as a component of the user’s software to disclose publicly part or all of the source code to the user’s software. The use and distribution of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. Some of these licenses (often called “copyleft” or “viral” licenses) contain requirements that we offer our products that incorporate the open source software for no cost, that could cause us to make available the source code of the modifications or derivative works that we create based upon the licensed open source software, and that we license such modifications or derivative works under the terms of a particular open source license granting third parties certain rights of further use. By the terms of such open source licenses, we could also be required to release the source code of our proprietary platform

technology, and to make our proprietary platform technology available under open source licenses, if we combine and/or distribute our proprietary software with such open source software in a manner that triggers the obligation of the license. Although we do not believe that we have used open source software in a manner that might condition its use on our distribution of any portion of our platform in source code form, the interpretation of open source licenses is legally complex, and, despite our efforts, it is possible that we may be liable for copyright infringement, breach of contract, or other claims if our use of open source software is adjudged to not comply with the applicable open source licenses.

Moreover, we cannot assure you that our processes for controlling our use of open source software in our platform will be effective. If we have not complied with the terms of an applicable open source software license, we may need to seek licenses from third parties to continue offering our platform on terms that are not economically feasible, to re-engineer our platform to remove or replace the open source software, to discontinue the sale of our platform if re-engineering could not be accomplished on a timely basis, to pay monetary damages, or to make available the source code for aspects of our proprietary technology, any of which could adversely affect our business, operating results, and financial condition.

In addition to risks related to license requirements, use of open source software can involve greater risks than those associated with use of third-party commercial software, as open source licensors generally do not provide warranties, assurances of title, performance, non-infringement, or controls on the origin of the software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will not abandon further development and maintenance of such open source software. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. We have established processes to help alleviate these risks, including a review process for screening requests from our development organizations for the use of open source software, but we cannot be sure that all open source software is identified or submitted for approval prior to use in our platform.

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

Our agreements with customers, partners, and other third parties may include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, data and security breaches, and other liabilities relating to or arising from our software, services, acts, or omissions. The term of these contractual provisions often survives termination or expiration of the applicable agreement. Large indemnity payments or damage claims from contractual breach could harm our business, operating results, and financial condition. Although in some cases we contractually limit our liability with respect to such obligations, we do not always do so or our obligations are capped at a high amount, and in the future we may still incur substantial liability related to them. Any dispute with a customer with respect to such obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand for our solutions, and harm our business, operating results, and financial condition.

Risks Related to Legal and Regulatory Matters

We process, store, and use personal information and other data, which subjects us to governmental regulation and other legal obligations related to privacy, and violation of these privacy obligations could result in a claim for damages, regulatory action, loss of business, or unfavorable publicity.

We receive, store, and process personal information and other information, including customer, employee, and contributor information and CxNs that include contributor feedback and insight for our customers. There are numerous domestic and international privacy and data protection laws and regulations. These laws and regulations, and the storing, use, processing, and disclosure and protection of personal information, are continually evolving, subject to differing interpretations, and may be inconsistent among jurisdictions or conflict with other laws, regulations, and rules. Additionally, laws, regulations, and standards covering marketing and advertising activities conducted by telephone, email, mobile devices, and the Internet, may be applicable to our business, such as the

Telephone Consumer Protection Act (the TCPA), as implemented by the Telemarketing Sales Rule, the CAN-SPAM Act, and similar state consumer protection laws, as well as Singapore’s Personal Data Protection Act and its “Do Not Call” provisions. Our privacy policies and privacy-related obligations to third parties set forth additional standards and obligations related to data protection. We strive to comply with all applicable laws, policies and legal obligations relating to privacy and data security protection to the extent possible. However, it is possible that these obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or regulations, making enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent. Any failure or perceived failure by us to comply with our privacy policies, privacy-related obligations to customers, contributors, or other third parties, or our privacy-related legal obligations, or any compromise of security that results in the unauthorized access to or unintended release of personally identifiable information or other protected data, may result in governmental enforcement actions, civil litigation, or public statements against us by data privacy advocacy groups or others. Any of these events could cause us to incur significant costs in investigating and defending such claims and, if found liable, pay significant damages. Further, these proceedings and any subsequent adverse outcomes may cause our customers and contributors to lose trust in us, which could have a materially adverse effect on our reputation and business.

Any significant change to applicable laws, regulations or industry practices regarding the use or disclosure of personal information (including what legally defines “personal information”), or regarding the manner in which the express or implied consent of contributors, customers, potential customers or other data subjects for the use and disclosure of personal information is obtained, could require us to modify our platform, possibly in a material manner and subject us to increased compliance costs, which may limit our ability to develop new products and features that make use of the personal information that clients voluntarily share. For example, California enacted legislation, the CCPA, that became operative on January 1, 2020 and became enforceable by the California Attorney General on July 1, 2020, along with related regulations that came into force on August 14, 2020 and were most recently amended on March 15, 2021. Additionally, the California Privacy Rights Act (the CPRA), which expands upon the CCPA and was passed in the November 3, 2020 election, creates obligations relating to consumer data beginning on January 1, 2022, with implementing regulations expected on or before July 1, 2022, and enforcement beginning July 1, 2023. The CCPA requires (and the CPRA will require) covered companies to, among other things, provide new disclosures to California consumers and affords such consumers new privacy rights such as the ability to opt-out of certain sales of personal information, expanded rights to access and require deletion of their personal information, the ability to opt out of certain personal information sharing, and the ability to receive detailed information about how their personal information is collected, used, and shared. The CCPA and the CPRA provide for unlimited civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. The CCPA may increase our compliance costs and potential liability, particularly in the event of a data breach. The effects of the CCPA and CPRA are potentially significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase our potential exposure to regulatory enforcement and/or litigation. Any of the foregoing could materially adversely affect our business, operating results, and financial condition.

Additionally, the CCPA has prompted a number of proposals in the United States for new federal and state-level privacy legislation that, if passed, could increase our potential liability, increase our compliance costs, and adversely affect our business. Two states have recently passed personal information laws: the Colorado Privacy Act, which goes into effect on July 1, 2023; and Virginia’s Consumer Data Protection Act, which goes into effect on January 1, 2023. We cannot yet fully predict the impact of the California or other state/federal legislation or subsequent policy guidance on our business or operations, but it may require us to further modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply. Decreased availability and increased costs of information could adversely affect our ability to meet our agents’ requirements and could have an adverse effect on our business, operating results, and financial condition.

In Europe, the GDPR took effect on May 25, 2018. As a result of our presence in Europe, our contributors and other data subjects in Europe and our service offering in the European Economic Area (EEA) (which includes the European Union (E.U.) and countries such as Iceland that are not official members of the European Union but due to being closely linked by economic relationship are required to adopt E.U. legislation regarding the single market), we are subject to the GDPR, which imposes stringent E.U. data protection requirements (including compliance burdens

such as mandating documentation requirements and granting certain privacy rights to individuals to control how we collect, use, disclose, retain and process information about them), and could increase the risk of non-compliance and the costs of providing our platform in a compliant manner. A breach of the GDPR could result in regulatory investigations, reputational harm, fines of up to the greater of €20 million or 4% of annual global revenue, and sanctions, orders to cease or change our processing of our data, enforcement notices, or assessment notices (for a compulsory audit). We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources, and reputational harm.

Additionally, the United Kingdom implemented the Data Protection Act, effective in May 2018 and statutorily amended in 2019, that contains provisions, including its own derogations, for how GDPR is applied in the United Kingdom. From the beginning of 2021 (when the transitional period following Brexit expired), we have to continue to comply with the GDPR and also the U.K.’s Data Protection Act, with each regime having the ability to fine up to the greater of €20 million (£17 million) or 4% of global turnover. The relationship between the United Kingdom and the European Union remains uncertain, for example how data transfers between the United Kingdom and the European Union and other jurisdictions will be treated and the role of the United Kingdom’s supervisory authority. In February 2021, the European Commission proposed to issue the United Kingdom with an “adequacy” decision to facilitate the continued free flow of personal information from E.U. member states to the United Kingdom; however, this decision is subject to the review and/or approval of the European Data Protection Board and a committee composed of the representatives of the E.U. Member States. In the meantime, the United Kingdom remains a “third country” for the purposes of data transfers from the European Union/EEA to the United Kingdom following the expiration of the four to six-month personal information transfer grace period (from January 1, 2021) set out in the E.U. and U.K. Trade and Cooperation Agreement, unless the adequacy decision is adopted in favor of the United Kingdom. If an adequacy decision is not favorable, the United Kingdom would remain a “third country.” These changes will lead to additional costs as we try to ensure compliance with new privacy legislation and will increase our overall risk exposure.

In addition, the GDPR imposes strict rules on the transfer of personal information out of the European Union to a “third country” including the United States. These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices.

In July 2020, the Court of Justice of the European Union (CJEU) invalidated the European Union-United States (E.U.-U.S.) Privacy Shield (under which personal information could be transferred from the E.U. to U.S. entities that had self-certified under the Privacy Shield scheme) on the grounds that the Privacy Shield failed to offer adequate protections to E.U. personal information transferred to the United States. As a result, Privacy Shield is no longer a valid mechanism for transferring personal data from the EEA to the United States. In addition, while the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the European Commission as an adequate personal information transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on them alone may not necessarily be sufficient in all circumstances. Use of the standard contractual clauses must now be assessed on a case by case basis taking into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of individuals. The use of standard contractual clauses for the transfer of personal information specifically to the United States remains under review by a number of European data protection supervisory authorities, along with those of some other E.U. member states. German and Irish supervisory authorities have indicated, and enforced in recent rulings, that the standard contractual clauses alone provide inadequate protection for E.U.-U.S. data transfers. In August 2020, the U.S. Department of Commerce and the European Commission announced new discussions to evaluate the potential for an enhanced E.U.-U.S. Privacy Shield framework to comply with the July 2020 judgment of the CJEU. Further, on June 4, 2021, the European Commission finalized new versions of the standard contractual clauses, with the Implementing Decision in effect since June 27, 2021. Under the Implementing Decision, we will have until December 27, 2022 to update any existing agreements, or any new agreements executed before September 27, 2021, that rely on standard contractual clauses as the data transfer mechanism. To comply with the Implementing Decision and the new standard contractual clauses, we may need to implement additional safeguards to further enhance the security of data transferred out of the EEA, which could increase our compliance costs, expose us to further regulatory scrutiny and liability, and adversely effect our business. The CJEU’s decision, along with the subsequent

guidance issued by the European Data Protection Board in November 2020, and recent statements by E.U. supervisory authorities, and the new versions of the standard contractual clauses, have led to uncertainty regarding the legality of E.U.-U.S. data flows in general and those conducted under the Privacy Shield in particular.

While we maintain a Privacy Shield certification, we rely on the standard contractual clauses for intercompany data transfers from the EEA to the United States. As supervisory authorities continue to issue further guidance on personal information transfers out of the EEA, we could suffer additional costs, complaints, or regulatory investigations or fines, and if we are otherwise unable to transfer personal information between and among countries and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our financial results. Our customers and contributors also request heightened assurances and contractual protection regarding data protection, data processing, data transfers, data segregation, technological safeguards, and the applicability of certain laws on our business. We cannot yet determine the impact that future laws, regulations, contractual obligations, and standards may have on our business. Such laws and regulations are often subject to differing interpretations and may be inconsistent among jurisdictions. Further, the obligations imposed by E.U. data protection and related laws may conflict with the obligations imposed by other legal regimes, such as U.S. laws concerning government access to data. We may lose certain customers and customer opportunities in Europe, incur substantial expense in complying with the new obligations, be subjected to new and greater liability and we may be required to make significant changes in our business operations and product development, all of which may adversely affect our revenues and our business overall.

We are also subject to evolving E.U. privacy laws relating to the use of cookies and e-marketing. In the E.U., regulators increasingly focus on compliance with requirements in the online behavioral advertising ecosystem, and a E.U. regulation known as the ePrivacy Regulation, which is still being finalized by E.U. member states, will significantly increase fines for non-compliance once in effect. In the E.U., informed consent, including a prohibition on pre-checked consents and a requirement to ensure separate consents for each cookie, is required for the placement of a cookie or similar tracking technologies on a customer’s device and for direct electronic marketing. As regulators start to enforce the strict approach, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, negatively impact our efforts to understand customers, adversely affect our margins, increase costs, and subject us to additional liabilities.

As we expand, there is a risk that we may assume liabilities for breaches experienced by the companies we acquire. Despite our efforts to comply with applicable laws, regulations, and other obligations relating to privacy, data protection, and information security, it is possible that our practices, offerings, or platform could fail, or be alleged to fail to meet applicable requirements.

We may be subject to new and existing laws and regulations, both in the United States and internationally.

We are subject to a wide variety of foreign and domestic laws. Laws, regulations, and standards governing issues that may affect us, such as worker classification, employment, worker health, payments, worker confidentiality obligations and whistleblowing, intellectual property, consumer protection, taxation, privacy, and data security are often complex and subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their enforcement and application in practice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies, such as federal and state administrative agencies. Many of these laws were adopted prior to the advent of the Internet, mobile, and related technologies and, as a result, do not contemplate or address the unique issues of the Internet, mobile, and related technologies. Other laws and regulations may be adopted in response to Internet, mobile, and related technologies. New and existing laws and regulations (or changes in interpretation of existing laws and regulations), including those concerning worker classification, independent contractors, employment, discrimination and harassment, payments, whistleblowing and worker confidentiality obligations, intellectual property, consumer protection, taxation, privacy, data security, benefits, unionizing and collective action, arbitration agreements and class action waiver provisions, unfair competition, terms of service, website accessibility, background checks (such as the Fair Credit Reporting Act, 15 U.S.C. § 1681), escheatment, and federal contracting may also be adopted, implemented, or interpreted to apply to us or our contributors. Likewise, these laws may affect our contributors, and uncertainty around their application, may affect demand for our platform.

As our platform’s geographic scope expands, regulatory agencies or courts may claim that we are subject to additional requirements, or are prohibited from conducting our business in or with certain jurisdictions, either generally or with respect to certain services, or that we are otherwise required to change our business practices. It is also possible that certain provisions in agreements with our contributors may be found to be unenforceable or not compliant with applicable law.

The level of regulatory scrutiny on larger companies, technology companies in general, and companies engaged in dealings with independent contractors, payments, or personal information in particular has increased significantly recently and may continue to increase. Legislators have enacted, and may continue to enact, new laws or regulatory agencies may promulgate new rules or regulations that are adverse to our business or the interests of our customers, or they may view matters or interpret or enforce laws and regulations differently than they have in the past or in a manner adverse to our business. Such legislative or regulatory scrutiny or action may create or enhance different or conflicting obligations on us from one jurisdiction to another.

New approaches to policy-making and legislation may also produce unintended harms for our business, which may impact our ability to operate our business in the manner in which we are accustomed. For example, there has been increased focus on worker classification and independent contractor regulations which led in part to the adoption of legislation in certain jurisdictions, and it is possible that other jurisdictions will implement similar laws and regulations. There is often uncertainty in the application of worker classification laws, and consequently there is risk to us that contributors could be deemed to be our employees and therefore are currently misclassified under applicable law. A misclassification determination, allegation, claim, or audit creates potential exposure for contributors and for us, and such claims could result in monetary damages (including wage-based damages or restitution, compensatory damages, liquidated damages, and punitive damages), interest, fines, penalties, costs, fees (including attorneys’ fees), criminal and other liability, assessment, injunctive relief, or settlement. Factors determining whether an individual providing feedback and market research is an employee is a fact intensive inquiry and the factors for consideration vary by governing law. Laws and regulations that govern the status and classification of workers are also subject to change as well as to divergent interpretations by various authorities, which can create uncertainty and unpredictability. For example, in California, we are aware of the state supreme court’s 2018 decision in Dynamex Operations West, Inc. v. Superior Court of Los Angeles, as well as Assembly Bill 5 (AB 5), which went into effect January 1, 2020 and which has the stated purpose of codifying the Dynamex holding. Together, they change the standard in California for determining worker classification and are widely viewed as expanding the scope of the definition of employee for most purposes under California law. Given the enactment of AB 5, there is little guidance from the courts or the regulatory authorities charged with its enforcement and there is a significant degree of uncertainty regarding its application. While we believe that our business and our relationship with our contributors currently fall within an exemption provided by California’s Labor Code Section 2782, which we believe clarifies that AB 5 does not apply to our contributors, if new amendments or legislation alters this exemption, or similar exemptions are not adopted in other jurisdictions, our business could be adversely impacted. Worker classification and independent contractor laws and regulations, and any changes to them, may have a far-reaching impact, including on contributors, and could negatively impact us and our contributors, or adversely impact our business model and ability to operate our platform.

As we look to expand our international footprint over time, we may become obligated to comply with additional laws and regulations of the countries or markets in which we operate or have contributors. We may be harmed if we are found to be subject to new or existing laws and regulations or if those laws are interpreted and applied to us in a manner that harms our business or is inconsistent with the application of U.S. laws, including those concerning worker classification, independent contractors, employment, payments, whistleblowing and worker confidentiality obligations, laws related to the COVID-19 pandemic, intellectual property, consumer protection, taxation, privacy, data security, benefits, unionizing and collective action, arbitration agreements and class action waiver provisions, unfair competition, terms of service, website accessibility, background checks, and escheatment. In addition, contractual provisions that are designed to protect and mitigate against risks, including terms of service, services agreements, arbitration and class action waiver provisions, disclaimers of warranties, limitations of liabilities, releases of claims, and indemnification provisions, could be deemed unenforceable as to the application of these laws and regulations by a court, arbitrator, or other decision-making body. If we are unable to comply with these laws and regulations or manage the complexity of global operations and supporting an international customer base

successfully or in a cost-effective manner, our business, operating results, and financial condition would be adversely affected.

Our success, or perceived success, and increased visibility may also drive some third parties that view our business model to be a threat, or otherwise problematic, to raise concerns about our business model to local policymakers and regulators. These third parties and their trade association groups or other organizations may take actions and employ significant resources to shape the legal and regulatory regimes in countries where we have, or may seek to have, a significant number of contributors, in an effort to change such legal and regulatory regimes in ways intended to adversely affect or impede our business and the ability of customers to utilize our platform.

Failure to comply with anti-corruption and anti-money laundering laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We are subject to the FCPA, the UK Bribery Act, and possibly other anti-bribery and anti-money laundering laws in countries in which we conduct activities. We face significant risks if we fail to comply with the FCPA, the UK Bribery Act and other anti-corruption laws that prohibit companies and their employees and third-party intermediaries from promising, authorizing, offering, or providing, directly or indirectly, improper payments or benefits to foreign government officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. In addition, we increasingly use various third parties to sell our platform and conduct our business abroad. We or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities. While our Code of Business Conduct mandates compliance with anti-corruption laws and regulations, we cannot assure you that all of our employees and agents, as well as those companies to which we outsource certain of our business operations, will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.

Any violation of the FCPA, the UK Bribery Act, other applicable anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, or severe criminal or civil sanctions, which could have a materially adverse effect on our reputation, business, operating results, and financial condition. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources, significant defense costs, and other professional fees.

We are required to comply with governmental export control and sanctions laws and regulations. Our failure to comply with these laws and regulations would have an adverse effect on our business, operating results, and financial condition.

Our platform is subject to governmental, including United States and European Union, export control laws and regulations, and as a U.S. company we are covered by the U.S. sanctions laws and regulations. U.S. export control and economic sanctions laws and regulations prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments, and persons, and complying with export control and sanctions regulations for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. While we take precautions to prevent our platform from being exported in violation of these laws or engaging in any other activities that are subject to these regulations, from time to time, we may fail to fully comply with these laws and regulations. For example, in mid-2021, we conducted an internal review of our compliance with U.S. export control laws and economic sanctions and in connection with our review, we identified that our platform may have been used by two parties in Iran, which is an embargoed country. Based on our preliminary findings, these parties signed up for a free trial of our platform and did not make payment to us. In addition, as part of our internal review, we identified a limited number of participant accounts that represented themselves as residing in non-embargoed countries but may have accessed our platform from embargoed countries. Certain of these participants performed

tests and received small amounts of payments, in accordance with our standard payment practices, associated with those tests. In July 2021, we submitted a voluntary disclosure to the Office of Foreign Assets Control related to these parties’ use of our platform. Although we have implemented, and are working to implement additional controls and screening tools designed to prevent similar activity from occurring in the future, there is no guarantee that our platform will not be accessed by additional individuals, entities, or governments prohibited by U.S. or foreign sanctions in the future. If we are found to have failed to comply with U.S. export laws, U.S. Customs regulations and import regulations, U.S. economic sanctions, and other countries’ import and export laws, we could be subject to substantial civil and criminal penalties, including fines for the company, incarceration for responsible employees and managers, and the possible loss of export or import privileges as well as incur reputational harm.

We incorporate encryption technology into certain of our products and certain encryption products may be exported outside of the United States only by a license or a license exception. In addition, various countries regulate the import of certain encryption technology, including import permitting and licensing requirements, and have enacted laws that could limit our ability to distribute our products or could limit our customers’ ability to deploy our products in those countries. Although we take precautions to prevent our platform from being provided in violation of such laws, we cannot assure you that inadvertent violations of such laws have not occurred or will not occur in connection with the distribution of our platform despite the precautions we take. Governmental regulation of encryption technology and regulation of imports or exports, or our failure to obtain required import or export approval for our platform, could harm our international sales and adversely affect our operating results.

Further, if our partners fail to obtain required import, export, or re-export licenses or permits, we may also be harmed, become the subject of government investigations or penalties, and incur reputational harm. Changes in our platform or changes in export and import regulations may create delays in the introduction of our platform in international markets, prevent our customers with international operations from deploying our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. Any change in export or import laws or regulations, economic sanctions, or related legislation, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons, or technologies targeted by such laws and regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell our platform to, existing or potential customers with international operations. Any decreased use of our platform or limitation on our ability to export or sell our platform would likely adversely impact our business, operating results, and financial condition.

Risks Related to Financial and Accounting Matters

We may be unable to integrate acquired businesses and technologies successfully or to achieve the expected benefits of such acquisitions. We may acquire or invest in additional companies, which may divert our management’s attention, result in additional dilution to our stockholders, and consume resources that are necessary to sustain our business.

Our business strategy may, from time to time, include acquiring other complementary products, technologies, or businesses. An acquisition, investment, or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel, or operations of the acquired companies, particularly if the key personnel of the acquired companies choose not to work for us, if an acquired company’s software is not easily adapted to work with ours, or if we have difficulty retaining the customers of any acquired business due to changes in management or otherwise. Acquisitions may also disrupt our business, divert our resources, and require significant management attention that would otherwise be available for development of our business. Moreover, the anticipated benefits of any acquisition, investment, or business relationship may not be realized or we may be exposed to unknown liabilities.

We may in the future seek to acquire or invest in additional businesses, products, technologies, or other assets. We also may enter into relationships with other businesses to expand our products and services or our ability to provide our products and services in foreign jurisdictions, which could involve preferred or exclusive licenses, additional channels of distribution, discount pricing, or investments in other companies. Negotiating these transactions can be time consuming, difficult, and expensive, and our ability to close these transactions may often be

subject to approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close. For one or more of those transactions, we may:

•issue additional equity securities that would dilute our stockholders;

•use cash that we may need in the future to operate our business;

•incur debt on terms unfavorable to us or that we are unable to repay;

•incur large charges or substantial liabilities;

•encounter difficulties retaining key employees of the acquired company or integrating diverse software codes or business cultures; and

•become subject to adverse tax consequences, substantial depreciation, or deferred compensation charges.

Any of these risks could adversely impact our business and operating results.

Changes in our effective tax rate could impact our financial results. Our business and financial condition could be materially affected by the enactment of legislation implementing changes in the U.S. or foreign taxation of international business activities or the adoption of other tax reform policies.

We are subject to income taxes in the United States and certain foreign jurisdictions. We believe that our provision for income taxes is reasonable, but the ultimate tax outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial results in the period or periods in which such outcome is determined. Our effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses, and the valuation of deferred tax assets. Increases in our effective tax rate would reduce profitability or increase losses. As we expand the scale of our domestic and international business activities, any changes in U.S. federal, state, local or foreign tax laws or tax rulings of such activities may increase our worldwide effective tax rate and harm our financial results.

In addition, changes in tax laws and regulations in federal, state, local, and foreign jurisdictions could have material adverse impacts on our business, cash flows, operating results, or financial condition, and could materially affect our tax obligations and effective tax rate. For example, U.S. tax legislation enacted on December 22, 2017, informally titled the Tax Cuts and Jobs Act (the Tax Cuts and Jobs Act), significantly reformed the Internal Revenue Code of 1986, as amended (the Code). This legislation, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest and the use of net operating losses (NOLs) generated in tax years beginning after December 31, 2017, allows for the expensing of capital expenditures and puts into effect the migration from a “worldwide” system of taxation to a “territorial system.” The Tax Cuts and Jobs Act is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and the Internal Revenue Service, any of which could lessen or increase certain adverse impacts of the legislation. As we maintain a full valuation allowance against our U.S. federal and state NOL carryforwards, these changes did not impact our consolidated balance sheet as of December 31, 2019. However, in future years, if a deferred tax asset is recognized related to our NOL carryforwards, the changes in the carryforward/carryback periods as well as the new limitation on use of NOL carryforwards may significantly impact our valuation allowance assessments for NOL carryforwards generated after December 31, 2017. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities. Also, governments in certain countries where we do business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) enacted by the United States on March 27, 2020. We are continuing to analyze these legislative developments; however, they did not have a material impact on our provision for income taxes for the year ended December 31, 2020.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations which could subject our business to higher tax liability.

As of December 31, 2020, we had U.S. federal NOL carryforwards of approximately $125.0 million and state NOL carryforwards of approximately $67.0 million available to offset future taxable income. Our federal and state NOL carryforwards will begin to expire in 2028 and 2029, respectively, if not utilized. Our federal NOL carryforwards of $54.5 million generated after December 31, 2017 can be carried forward indefinitely, with utilization limited to 80% of our taxable income beginning after January 1, 2021. Realization of these NOL carryforwards depends on future taxable income beginning after December 31, 2020, and there is a risk that our existing carryforwards could expire unused and be unavailable to offset future taxable income, which could materially and adversely affect our operating results.

Under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOL carryforwards and tax attributes to offset future taxable income or tax liabilities. Similar rules may apply under state tax laws. If finalized, Treasury Regulations currently proposed under Section 382 of the Code may impose stricter limitations than would be imposed under current law on our ability to utilize our pre-change NOL carryforwards or credits if we undergo a future ownership change. We have completed an analysis of Section 382 ownership changes in our stock through December 31, 2020 and have concluded that we have experienced ownership changes that have resulted in limitations in our ability to use certain of our NOL carryforwards and tax credit carryforwards. In addition, we may experience ownership changes as a result of this offering or future offerings or other changes in the ownership of our stock, some of which are beyond our control. As a result, the amount of the NOL carryforwards and tax credit carryforwards presented in our financial statements could be limited and, in the case of NOL carryforwards generated in 2014 and prior years, may expire unused. Any such material limitation or expiration of our NOL carryforwards may harm our future operating results by effectively increasing our future tax obligations. There is also a risk that due to changes in tax law or regulatory changes, such as suspensions on the use of NOL carryforwards or other unforeseen reasons, our existing NOL carryforwards could expire or otherwise be unavailable to offset future U.S. federal and state taxable income. For these reasons, we may not be able to utilize some portion of our NOL carryforwards even if we attain profitability.

The applicability of sales, use, and other tax laws or regulations on our business is uncertain. Adverse tax laws or regulations could be enacted or existing laws could be applied to us or our customers, which could subject us to additional tax liability and related interest and penalties, increase the costs of our services and adversely impact our business.

The application of U.S. federal, state, local, and foreign tax laws to services provided electronically is evolving. New income, sales, use, value-added, or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time (possibly with retroactive effect), and could be applied solely or disproportionately to services provided over the Internet or could otherwise materially affect our financial position and operating results. Many countries in the European Union, as well as a number of other countries and organizations such as the Organization for Economic Cooperation and Development, have recently proposed or recommended changes to existing tax laws or have enacted new laws that could impact our tax obligations.

After the U.S. Supreme Court decision in South Dakota v. Wayfair Inc. in 2018, many states have enacted laws that would require tax reporting, collection, or tax remittance on items sold online. States, localities, the U.S. federal government or other countries may seek to impose additional reporting, record-keeping and/or indirect tax collection obligations on our businesses. New legislation could require us to incur substantial costs, including costs associated with tax calculation, collection and remittance, and audit requirements, and could adversely affect our business, operating results, and financial condition.

We also have been and may in the future be subject to additional tax liabilities and related interest and penalties due to changes in indirect and non-income based taxes resulting from changes in U.S. federal, state, local or foreign tax laws, changes in taxing jurisdictions and administrative interpretations, decisions, policies and positions, result of tax examinations, settlements or judicial decisions, changes in accounting principles, changes to the business operations, as well as evaluation of new information that results in a change to a tax position taken in prior periods.

It is possible that one or more states could seek to impose sales, use, or other tax collection obligations on us with regard to sales or orders on our business platform. These taxes may be applicable to past sales. A successful assertion by a taxing authority that we should be collecting additional sales, use or other taxes or remitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses, which could seriously harm our business, operating results, and financial condition. Although we have reserved for potential payments of possible past tax liabilities in our financial statements, if these liabilities exceed such reserves, our financial condition will be adversely impacted.

Certain of our operating results and financial metrics may be difficult to predict as a result of seasonality.

Although we have not historically experienced significant seasonality with respect to our revenue throughout the year, we have seen seasonality in our sales cycle and our fourth quarter has historically been our strongest quarter. We believe that this results in part from the procurement, budgeting, and deployment cycles of many of our customers. We generally expect a relative increase in sales in the second half of each year as budgets of our customers for annual capital purchases are being fully utilized. We may be affected by seasonal trends in the future, particularly as our business matures. Such seasonality may result from a number of factors, including a slowdown in our customers’ procurement process during certain times of the year, both domestically and internationally, and customers choosing to spend remaining budgets shortly before the end of their fiscal years. These effects may become more pronounced as we target larger organizations and their larger budgets for sales of subscriptions to our platform. Additionally, this seasonality may be reflected to a much lesser extent, and sometimes may not be immediately apparent, in our revenue, due to the fact that we recognize subscription revenue over the term of the applicable subscription agreement. In addition, our ability to record professional services revenue can potentially vary based on the number of billable days in the given quarter, which is impacted by holidays and vacations. To the extent we experience this seasonality, it may cause fluctuations in our operating results and financial metrics and make forecasting our future operating results and financial metrics more difficult.

We may need to raise additional capital required to grow our business, and we may not be able to raise capital on terms favorable to us or at all.

In order to support our growth and respond to business challenges, such as developing new features or enhancements to our platform to stay competitive, acquiring new technologies, and improving our infrastructure, we have made significant financial investments in our business, and we intend to continue to make such investments. As a result, we may need to engage in equity or debt financings to provide the funds required for these investments and other business endeavors. If we raise additional funds through equity or convertible debt issuances, our existing stockholders may suffer significant dilution, and these securities could have rights, preferences, and privileges that are superior to that of holders of our common stock. If we obtain additional funds through debt financing, we may not be able to obtain such financing on terms favorable to us. Such terms may involve restrictive covenants making it difficult to engage in capital raising activities and pursue business opportunities, including potential acquisitions. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired and our business may be adversely affected, requiring us to delay, reduce, or eliminate some or all of our operations.

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

We will incur increased costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives. If we complete this offering and become a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the New York Stock Exchange (the NYSE). Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives and may not effectively or efficiently manage our transition into a public company. Moreover, we expect these rules and regulations to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, we

expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as executive officers.

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

In addition, as a result of our disclosure obligations as a public company, we have reduced flexibility and are under pressure to focus on short-term results, which may adversely affect our ability to achieve long-term profitability.

If we fail to maintain proper and effective internal controls over financial reporting our ability to produce accurate and timely financial statements could be impaired.

Pursuant to Section 404 of the Sarbanes-Oxley Act, our management will be required to report upon the effectiveness of our internal control over financial reporting beginning with the annual report for our fiscal year ending December 31, 2022. When we lose our status as an “emerging growth company” and become an “accelerated filer” or a “large accelerated filer,” our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. To achieve compliance with Section 404 within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. This process will be time-consuming, costly, and complicated.

We have experienced control deficiencies and may experience control deficiencies, including material weaknesses in our internal control over financial reporting, in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition, operating results, or cash flows.

If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the NYSE, the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

We are an “emerging growth company” and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iii)

exemptions from the requirements of holding nonbinding advisory stockholder votes on executive compensation and stockholder approval of any golden parachute payments not approved previously. In addition, as an emerging growth company, we are only required to provide two years of audited financial statements and two years of selected financial data in this prospectus.

We could be an emerging growth company for up to five fiscal years following the completion of this offering; provided, however, certain circumstances could cause us to lose that status earlier, including if we are deemed to be a “large accelerated filer,” which occurs when the market value of our common stock that is held by non-affiliates equals or exceeds $700 million, if we have total annual gross revenue of $1.07 billion or more, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an “emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act, upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently issued accounting standard.

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

As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Although we expect an increasing number of sales contracts to be denominated in currencies other than the U.S. dollar in the future, the majority of our sales contracts have historically been denominated in U.S. dollars, and therefore, most of our revenue has not been subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our platform to our customers outside of the United States, which could adversely affect our business, operating results, financial condition, and cash flows. In addition, we incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our operating results. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.

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

GAAP financial measures are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Risks Related to this Offering and Ownership of Our Common Stock

The market price of our common stock could be volatile, and you could lose all or part of your investment.

Technology stocks have historically experienced high levels of volatility. The market price of our common stock may fluctuate substantially depending on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose all or part of your investment in our common stock. Factors that could cause fluctuations in the trading price of our common stock include the following:

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

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

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

•changes in how organizations perceive the benefits of our platform and products;

•recruitment or departures of key personnel;

•the public’s reaction to our press releases, other public announcements, and filings with the SEC;

•fluctuations in the trading volume of our shares or the size of our public float, including in connection with an acquisition;

•sales of large blocks of our common stock;

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

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

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

•actual or perceived significant data breach involving our platform;

•litigation involving us, our industry or both;

•governmental or regulatory actions or audits;

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

•general economic conditions and trends;

•public health crises and related measures to protect the public health (such as the COVID-19 pandemic);

•major catastrophic events in our domestic and foreign markets;

•the expiration of contractual lock-up or market stand-off agreements;

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

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

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

No public market for our common stock currently exists, and an active and liquid trading market for our common stock may never develop. As a result, you may not be able to resell your shares of common stock at or above the initial public offering price.

Prior to this offering, no market for our common stock existed and an active trading market for our common stock may never develop or be sustained following this offering. The initial public offering price for our common stock will be determined through negotiations with the underwriters and the negotiated price may not be indicative of the market price of our common stock after this offering. The market value of our common stock may decrease from the initial public offering price. As a result of these and other factors, you may be unable to resell your shares of our common stock at or above the initial public offering price. The lack of an active market may impair your ability to sell your shares of common stock at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares of common stock. Furthermore, an inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic collaborations or acquire companies or products by using our shares of common stock as consideration.

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

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

All of our directors and officers and the holders of substantially all of our common stock and securities convertible into or exercisable or exchangeable for our common stock are subject to lock-up agreements that restrict their ability to transfer shares of our common stock, including any hedging transactions, for a period beginning on the effective date of this offering and ending on the earlier of (i) the opening of trading on the second trading day immediately following the release of our earnings for the first fiscal quarter of the fiscal year ending December 31, 2022 and (ii) the date that is 180 days after the date of this prospectus, as further described in “Shares Eligible for Future Sale.” However, up to approximately shares of our common stock may be sold pursuant to an early release from the restricted period described above beginning on the later of (i) the opening of trading on the second trading day immediately following the release of our earnings for the fiscal year ending December 31, 2021 and (ii) the opening of trading on the date that is 90 days from the date of this prospectus. In addition, we are subject to a lock-up agreement that restricts our ability to transfer shares of our capital stock for a period ending on the earlier of (i) immediately before the opening of the second trading day immediately following the release of our earnings for the first fiscal quarter of the fiscal year ending December 31, 2022 and (ii) the date that is 180 days from the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriters” for more information.

These lock-up agreements limit the number of shares of capital stock that may be sold immediately following this offering. Upon the expiration of the restricted periods described above, all of the securities subject to such lock-up agreements will become eligible for sale, subject to compliance with applicable securities laws. Furthermore, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, permit us and our executive officers, directors, and holders of our securities who are subject to these lock-up agreements to sell shares prior to the expiration of the lock-up agreements.

In addition, there were 24,447,654 shares of common stock issuable upon the exercise of options outstanding as of June 30, 2021. We also granted options to purchase 969,800 shares of common stock and RSUs settleable for 2,156,000 shares of common stock subsequent to June 30, 2021. We intend to register all of the shares of common stock issuable upon exercise of outstanding options or other equity incentives we may grant in the future, for public resale under the Securities Act. The shares of common stock will become eligible for sale in the public market to the extent such options are exercised, subject to the lock-up agreements described above and compliance with applicable securities laws.

Based on shares outstanding as of June 30, 2021, upon completion of this offering, holders of up to approximately 120,365,635 shares, or %, of our common stock will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

We may issue our shares of common stock or securities convertible into our common stock from time to time in connection with financings, acquisitions, investments, or otherwise. Any such issuance could result in substantial dilution to our existing stockholders and cause the trading price of our common stock to decline.

We may also issue our shares of common stock or securities convertible into shares of our common stock from time to time in connection with a financing, acquisition, investments, or otherwise. We also expect to grant equity awards to employees, directors, and consultants under our equity incentive plans. Any such issuance could result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline.

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

Our stock price and trading volume following the completion of this offering will be heavily influenced by the way analysts and investors interpret our financial information and other disclosures. Securities and industry analysts do not currently, and may never, publish research on our business. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, our stock price could be negatively affected. If securities or industry analysts do not publish research or reports about our business, downgrade our common stock, or publish negative reports about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our common stock.

Because the initial public offering price of our common stock is substantially higher than the pro forma net tangible book value per share of our outstanding common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price is substantially higher than the pro forma net tangible book value per share of our common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our common stock in this offering, based on the initial public offering price of $ per share and the issuance of shares of common stock in this offering, you will experience immediate dilution of $ per share, the difference between the price per share you pay for our common stock and its pro forma net tangible book value per share as of June 30, 2021. Furthermore, if the underwriters exercise their option to purchase additional shares, if outstanding stock options are exercised, if RSUs are settled, if we issue awards to our employees under our equity incentive plans, or if we otherwise issue additional shares of our common stock, you could experience further dilution. See “Dilution” for additional information.

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. If we do not use the net proceeds that we receive in this offering effectively, our business, operating results, financial condition, and prospects could be harmed, and the market price of our common stock could decline. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government that may not generate a high yield for our stockholders. These investments may not yield a favorable return to our investors.

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

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that for the foreseeable future we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Anti-takeover provisions in our charter documents and under Delaware law could prevent or delay an acquisition of us, which may be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

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

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

•permit only the board of directors to establish the number of directors and fill vacancies on the board;

•provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;

•require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;

•authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan;

•eliminate the ability of our stockholders to call special meetings of stockholders;

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

•prohibit cumulative voting; and

•establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, Section 203 of the Delaware General Corporation Law (DGCL) may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.

Our restated certificate of incorporation will contain an exclusive forum provision for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our restated certificate of incorporation will provide, to the fullest extent permitted by law, that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation, or our restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine.

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Our restated certificate of incorporation provides that the federal district courts of the United States will, to the

fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (Federal Forum Provision). Our decision to adopt a Federal Forum Provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, the Federal Forum Provision applies to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court.

Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholders’ ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or employees, which may discourage lawsuits against us and our directors, officers, and employees. Alternatively, if a court were to find the choice of forum provision contained in our restated certificate of incorporation or restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

General Risk Factors

The COVID-19 pandemic could adversely affect our business, operating results, and financial condition.

The COVID-19 pandemic has caused general business disruption worldwide beginning in January 2020. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, operating results, cash flows, and financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted.

While we have not experienced a material impact to our business to date as a result of COVID-19 pandemic, we do not yet know the full extent of potential impacts on our business, operations, or on the global economy as a whole, particularly if the COVID-19 pandemic continues and persists for an extended period of time. Potential impacts include:

•our customer prospects and our existing customers may experience slowdowns in their businesses, which in turn may result in reduced demand for our platform, lengthening of sales cycles, loss of customers, and difficulties in collections;

•substantially all of our employees are working from home and may continue to do so for several more months, which may result in decreased employee productivity and morale with increased unwanted employee attrition;

•we continue to incur fixed costs, particularly for real estate, and are deriving reduced or no benefit from those costs;

•we may continue to experience disruptions to our growth planning, such as for facilities and international expansion;

•we anticipate incurring costs in returning to work from our facilities around the world, including changes to the workplace, such as space planning, food service, and amenities;

•we may be subject to legal liability for safe workplace claims;

•we may be subject to tax or other liabilities associated with employees working in jurisdictions other than the locations in which they were hired;

•our critical vendors could go out of business;

•substantially all of our in-person marketing events, including conferences, have been canceled and we may continue to experience prolonged delays in our ability to reschedule or conduct in-person events and other related activities; and

•our marketing, sales, and support organizations are accustomed to extensive face-to-face customer and partner interactions, and our ability to conduct business is largely unproven.

Any of the foregoing could adversely affect our business, operating results, and financial condition.

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

Our corporate headquarters are located in the San Francisco Bay Area and we operate or utilize data centers that are located in North America and Europe. Additionally, we rely on our network and third-party infrastructure, enterprise applications, internal technology systems, and our website for our development, marketing, operational support, hosted services, and sales activities. The west coast of the United States, where our corporate headquarters are located, contains active earthquake zones and have been subject to numerous devastating wildfires and associated electrical blackouts. In the event of a catastrophic event, including a natural disaster such as an earthquake, hurricane, fire, flood, tsunami, or tornado, or other catastrophic event such as power loss, telecommunications failure, software or hardware malfunction, cyber-attack, war, terrorist attack, or incident of mass violence in the San Francisco Bay Area or elsewhere where our operations or data centers are located or where certain other systems and applications that we rely on are hosted, we may be unable to continue our operations and may endure significant system interruptions, reputational harm, delays in our application development, lengthy interruptions in our platform, breaches of data security, and loss of critical data, all of which could have an adverse effect on our future operating results. In addition, natural disasters, cyber-attacks, acts of terrorism, public health crises, such as pandemics and epidemics, or other catastrophic events could cause disruptions in our or our customers’ businesses, national economies, or the world economy as a whole.

Investors’ expectations of our performance relating to environmental, social, and governance factors may impose additional costs and expose us to new risks.

There is an increasing focus from certain investors, employees, and other stakeholders concerning corporate responsibility, specifically related to environmental, social, and governance factors. Some investors may use these factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on companies have increased to meet growing investor demand for measurement of corporate responsibility performance. The criteria by which companies’ corporate responsibility practices are assessed may change, which could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we elect not to or are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do not meet the standards set by various constituencies.

Furthermore, if our competitors’ corporate responsibility performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain initiatives and goals regarding environmental, social and governance matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, employees, and other stakeholders, or, if our

initiatives are not executed as planned, our reputation and business, operating results, and financial condition could be adversely impacted.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

•our future financial performance, including our expectations regarding our subscription and professional revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses, and our ability to achieve and maintain future profitability;

•the impact of the COVID-19 pandemic on our operations, financial results, and liquidity and capital resources, including on customers, sales, expenses, and employees;

•our business plan, our pricing model, and our ability to effectively manage our growth;

•our total market opportunity;

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

•market acceptance of our products and services and our ability to increase adoption of our products and services;

•beliefs and objectives for future operations;

•our ability to further attract, retain, and expand a community of consumers and participants;

•our ability to timely and effectively scale and adapt our products and services;

•our ability to develop new products and services and bring them to market in a timely manner and enhance our existing products and services;

•our expectations concerning relationships with third parties;

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

•our ability to continue to expand internationally;

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

•future acquisitions or investments in complementary companies, products, services, or technologies;

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

•economic and industry trends, projected growth, or trend analysis;

•the attraction and retention of qualified employees;

•increased expenses associated with being a public company; and

•other statements regarding our future operations, financial condition, and prospects and business strategies.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to

predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, performance, and events and circumstances may be materially different from what we expect.

INDUSTRY, MARKET, AND OTHER DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market size, is based on information from various sources, as well as assumptions that we have made that are based on those data and other similar sources and on our knowledge of the markets for our platform. This information involves important assumptions and limitations, is inherently imprecise, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

This prospectus contains statistical data, estimates, and forecasts that are based on publications or reports generated by third parties, including reports prepared by Forrester Research, Inc. (Forrester) and Harvard Business Review Analytic Services that we commissioned, or other publicly available information, as well as other information based on our internal sources.

The Gartner Report described herein (the Gartner Report) represents research opinions or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (Gartner), and are not representations of fact. The Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Report are subject to change without notice.

The source of, and selected additional information contained in, the independent industry and other publications related to the information so identified are provided below. The information contained on, or that can be accessed through, the websites listed below are not part of this prospectus.

•Forrester Consulting, The Total Economic Impact of the UserTesting Human Insight Platform, November 2020 (UserTesting commissioned);

•G2.com, Inc., UserTesting Reviews & Product Details https://www.g2.com/products/usertesting/reviews;

•Gallup Inc., Why B2B Leaders Should Get in Touch With Their Customers’ Feelings, November 7, 2018;

•Gartner, Executive Leadership: Customer Experience Strategies Primer for 2021, February 4, 2021;

•Elana Varon, Anthony Baldo. “Emphasizing Empathy as a Cornerstone of the Customer Experience,” Harvard Business Review Analytic Services, October 2021 (UserTesting commissioned);

•Alan Zorfas, Daniel Leemon. “An Emotional Connection Matters More than Customer Satisfaction.” Harvard Business Review, August 2016;

•Michael E. Porter, Nitin Nohria. “How CEOs Manage Time.” Harvard Business Review, July–August 2018;

•Market Research in the US, IBISWorld, February 2021;

•International Data Corporation, Worldwide Customer Intelligence and Analytics Applications Software Forecast, 2020–2024, May 2020;

•IDC, Worldwide Software Tracker 2020H2 Forecast Release, May 2021;

•MarketsandMarkets, Product Analytics Market with COVID-19 Impact Analysis – Global Forecast to 2026, June 2021;

•MarketsandMarkets, Mobile Apps and Web Analytics Market – Global Forecast to 2025, July 2020;

•Mordor Intelligence, Global Customer Experience Management Market (2020–2025), November 2020;

•Product Management Festival, 2020 Project Management Trends and Benchmarks, dated May 28, 2020;

•PwC, Experience is everything: Here’s how to get it right, November 2020, https://www.pwc.com/us/en/services/consulting/library/consumer-intelligence-series/future-of-customer-experience.html; and

•The S&P Capital IQ data described herein represents proprietary data gathered by S&P Capital IQ and is not a representation of fact. The S&P Capital IQ data is as of April 2021 (and not as of the date of this prospectus) and is subject to change without notice.

USE OF PROCEEDS

We estimate that the net proceeds from our sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses, will be approximately $ million, or $ million if the underwriters’ over-allotment option is exercised in full.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares of our common stock offered by us remains the same and after deducting estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of our common stock offered would increase (decrease) the net proceeds from this offering by approximately $ million, assuming that the assumed initial public offering price of $ remains the same, and after deducting the estimated underwriting discounts and commissions.

The principal purposes of this offering are to create a public market for our common stock, increase our visibility in the marketplace, obtain additional capital and increase our capitalization and financial flexibility. We currently intend to use the net proceeds we receive from this offering primarily for working capital and other general corporate purposes, which may include product development, general and administrative matters, and capital expenditures. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business. However, we do not have agreements or commitments for any acquisitions or investments outside the ordinary course of business at this time.

We will have broad discretion over the uses of the net proceeds of this offering. Pending these uses, we intend to invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities, such as money market funds, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our capital stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions, and other factors that our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2021, on:

•an actual basis;

•a pro forma basis, which reflects (i) the Capital Stock Conversion as if such conversion had occurred on June 30, 2021 and (ii) the filing and effectiveness of our restated certificate of incorporation that will become effective immediately prior to the completion of this offering; and

•a pro forma as adjusted basis, which reflects (i) the pro forma adjustments set forth above, and (ii) the sale and issuance of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

You should read this table together with our consolidated financial statements and the accompanying notes, and the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” that are included elsewhere in this prospectus.


	As of June 30, 2021
	Actual		Pro Forma		Pro Forma as Adjusted(1)
	(in thousands, except per share data)
Cash and cash equivalents	$	73,470	$		$
Convertible preferred stock, $0.0001 par value per share; 110,851 shares authorized, 110,851 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted	$	201,531	$	—
Stockholders’ (deficit) equity:
Preferred stock; $0.0001 par value per share; no shares authorized, issued, and outstanding, actual; shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted	—		—
Common stock and capital in excess of par value; $0.0001 par value per share; 161,761 shares authorized, 18,940 shares issued and outstanding, actual; 161,761 shares authorized, 129,791 shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma as adjusted	15,054
Accumulated deficit	(176,648)
Total stockholders’ equity (deficit)	(161,594)
Total capitalization	$	39,937	$		$

__________________

(1)The pro forma as adjusted information presented is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted cash and cash equivalents, common stock and capital in excess of par value, total stockholders’ (deficit) equity, and total capitalization by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of our common stock offered by us would increase (decrease) the amount of our pro forma as adjusted cash and cash equivalents, common stock and capital in excess of par value, total stockholders’ (deficit) equity, and total capitalization by $ million, assuming that the assumed initial public offering price remains the same, and after deducting the estimated underwriting discounts and commissions. If the underwriters’ over-allotment option is exercised in full, the pro forma as adjusted amount of each of cash and cash equivalents, common stock and capital in excess of par value, total stockholders’ (deficit) equity, and total capitalization would increase by $ million, and after deducting estimated

underwriting discounts and commissions, and we would have shares of our common stock issued and outstanding, pro forma as adjusted.

The number of shares of our common stock to be outstanding after this offering is based on 129,791,239 shares of our common stock outstanding as of June 30, 2021, and excludes:

•24,447,654 shares of our common stock issuable upon the exercise of stock options outstanding under our 2013 Plan as of June 30, 2021, with a weighted-average exercise price of $1.39 per share;

•969,800 shares of our common stock issuable upon the exercise of stock options granted after June 30, 2021 under our 2013 Plan, with a weighted-average exercise price of $4.76 per share;

•2,156,000 shares of our common stock issuable upon the vesting and settlement of RSUs granted after June 30, 2021 under our 2013 Plan; and

•20,289,928 shares of our common stock reserved for future issuance under our equity compensation plans, consisting of (i) 1,489,928 shares of our common stock reserved for future issuance under our 2013 Plan as of June 30, 2021 (which number of shares is prior to (a) the stock options to purchase shares of our common stock and RSUs to be settled in shares of our common stock granted after June 30, 2021 and (b) the September 2021 amendment to the 2013 Plan to increase the number of authorized shares thereunder by 2,146,000 shares), (ii) 15,700,000 shares of our common stock reserved for future issuance under our 2021 Plan, which will become effective on the date immediately prior to the date of this prospectus, and (iii) 3,100,000 shares of our common stock reserved for issuance under our 2021 ESPP, which will become effective on the date of this prospectus.

DILUTION

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

As of June 30, 2021, our pro forma net tangible book value was $ million, or $ per share of our common stock. Our pro forma net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding as of June 30, 2021, after giving effect to (i) the Capital Stock Conversion and (ii) the filing and effectiveness of our restated certificate of incorporation that will become effective immediately prior to the completion of this offering.

After giving effect to the sale of shares of our common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of June 30, 2021 would have been $ million, or $ per share. This represents an immediate increase in pro forma net tangible book value of $ per share to our existing stockholders and an immediate dilution in pro forma as adjusted net tangible book value of $ per share to investors purchasing shares of our common stock in this offering at the assumed initial public offering price.

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


Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of June 30, 2021	$
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares of our common stock in this offering
Pro forma as adjusted net tangible book value per share immediately after this offering
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering		$

The dilution information discussed above is illustrative only and will change based on the actual initial offering price and other terms of this offering determined at pricing. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value per share after this offering by $ per share and would increase (decrease) the dilution per share to new investors in this offering by $ per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1.0 million shares in the number of shares of common stock offered would increase (decrease) the pro forma as adjusted net tangible book value per share after this offering by $ per share and would increase (decrease) the dilution to new investors by $ per share, assuming the assumed initial public offering price, which is the midpoint of the offering price range set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share of our common stock after giving effect to this offering would be $ per share, and the dilution in pro forma as adjusted net tangible book value per share to investors in this offering would be $ per share.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2021, after giving effect to the pro forma adjustments described above, the difference between existing stockholders, and new investors purchasing shares of common stock in this offering with respect to the number of shares purchased from us, the total consideration paid to us, and the average price per share paid by our existing stockholders or to be paid by investors purchasing shares in this offering at an assumed offering price of $ per share, which is the midpoint of the

offering price range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses:


	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent
Existing stockholders		%		$	%		$
New public investors
Total		100	%	$	100	%

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the offering price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors and total consideration paid by all stockholders by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus remains the same and after deducting the estimated underwriting discounts and commissions.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ over-allotment option. If the underwriters’ over-allotment option is exercised in full, our existing stockholders would own % and our new investors would own % of the total number of shares of our common stock outstanding upon completion of this offering.

In addition, to the extent we issue any additional stock options or RSUs or any outstanding stock options or RSUs are exercised or settled, or we issue any other securities or convertible debt in the future, investors will experience further dilution.

The number of shares of our common stock to be outstanding after this offering is based on 129,791,239 shares of our common stock outstanding as of June 30, 2021, and excludes:

•24,447,654 shares of our common stock issuable upon the exercise of stock options outstanding under our 2013 Plan as of June 30, 2021, with a weighted-average exercise price of $1.39 per share;

•969,800 shares of our common stock issuable upon the exercise of stock options granted after June 30, 2021 under our 2013 Plan with a weighted-average exercise price of $4.76 per share;

•2,156,000 shares of our common stock issuable upon the vesting and settlement of RSUs granted after June 30, 2021 under our 2013 Plan; and

•20,289,928 shares of our common stock reserved for future issuance under our equity compensation plans, consisting of (i) 1,489,928 shares of our common stock reserved for future issuance under our 2013 Plan as of June 30, 2021 (which number of shares is prior to (a) the stock options to purchase shares of our common stock and RSUs to be settled in shares of our common stock granted after June 30, 2021 and (b) the September 2021 amendment to the 2013 Plan to increase the number of authorized shares thereunder by 2,146,000 shares), (ii) 15,700,000 shares of our common stock reserved for future issuance under our 2021 Plan, which will become effective on the date immediately prior to the date of this prospectus, and (iii) 3,100,000 shares of our common stock reserved for issuance under our 2021 ESPP, which will become effective on the date of this prospectus.

On the date of this prospectus, any remaining shares available for issuance under our 2013 Plan will be added to the shares of our common stock reserved for issuance under our 2021 EIP, and we will cease granting awards under the 2013 Plan. Our 2021 EIP and 2021 ESPP also provide for automatic annual increases in the number of shares reserved thereunder. See “Executive Compensation—Employee Benefit and Stock Plans” for additional information.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the section titled “Selected Consolidated Financial and Other Data” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such difference include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

Overview

Our mission is to empower every organization with the breakthrough perspectives they need to deliver truly exceptional customer experiences using human insight.

Over the past 14 years, we have grown from a pay-as-you-go website to an enterprise SaaS company with customers and employees around the world:

We generate revenue primarily from the sale of subscriptions to our platform, which accounted for over 90% of our total revenue in each of the years ended December 31, 2019 and 2020 and each of the six months ended June 30, 2020 and 2021. Our subscription plan includes access to our platform including customer support. The substantial majority of our subscriptions are for a one year, non-cancelable term, with some large, multi-year subscriptions ranging up to three years and some small, short-term subscriptions of less than one year. Our contracts are typically billed annually in advance and we generally recognize subscription revenue ratably over the contract term.

We also generate revenue from professional services. Our professional services include research studies, training services, and strategy workshops. Professional services revenue comprised less than 10% of our revenue in 2020.

We offer two primary subscription pricing plans – a seat-based subscription plan and a flex-based subscription plan. Each pricing plan provides platform access to our customers for the duration of the contract term and revenue is recognized ratably. Within each pricing plan, we offer specific editions based on varying levels of tools, features, and functionality.

Our seat-based subscription pricing plan varies depending on the platform edition and the number and type of seats, and comprised approximately 80% of our subscription revenue for the six months ended June 30, 2021. In the fourth quarter of 2020, we launched a flex-based subscription pricing plan and began a roll out to both new and existing customers as an additional pricing option. We did so to ensure that our pricing plans are structured to further facilitate expansion within our customers’ organizations, including making it easier for our customers to add additional users and use cases. Customers utilizing the flex-based subscription pricing plan typically enter into an annual contract that covers access to the platform and the pricing is based on expected annual committed utilization of the platform’s features. Customers who exceed their contractual limits, are able to purchase either additional committed usage or on demand usage. The pricing plan and related utilization is determined based on the activity the customer processes within the platform, including the number and type of CxNs generated, and type of audience targeting used. In the six months ended June 30, 2021, revenue from our flex-based subscription plan represented approximately 14% of our subscription revenue.

Our go-to-market strategy is segmented based on the size and region of our customers. We primarily sell through a direct selling motion, with field sales representatives who focus on enterprise customers and an inside sales organization which sells to mid-market and small and medium-sized business (SMB) customers. We have also started investing in creating channel partnerships and relationships with resellers, distributors, and strategic partners to broaden our reach.

We have achieved significant growth in recent periods. For the years ended December 31, 2019 and 2020, our total revenue was $76.6 million and $102.2 million, respectively, representing period-over-period growth of 33%. For the six months ended June 30, 2020 and 2021, our total revenue was $46.5 million and $66.3 million, respectively, representing period-over-period growth of 43%. As we have grown our business, we have made significant investments in sales and marketing and research and development. As a result, for the years ended December 31, 2019 and 2020, our net loss was $19.6 million and $34.0 million, respectively, and for the six months ended June 30, 2020 and 2021, our net loss was $17.1 million and $24.2 million, respectively.

Factors Affecting Our Performance

We believe that the growth and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we plan to successfully address in order to sustain our growth and improve our results of operations.

Acquiring New Customers

We will continue to focus on acquiring new customers. We expect to continue to invest in sales and marketing and brand awareness to drive customer acquisition. We believe our investments in sales and marketing will allow us to market our offering to the complex needs of enterprises while unlocking a significant opportunity to the mid-market and small- and medium-sized business segments. If our investments in customer acquisition are not successful, our operating results would be adversely impacted. As of June 30, 2021, we had over 2,000 customers, including more than half of the world’s top 100 most valuable brands according to Forbes, and our average ARR per customer increased from approximately $53,000 as of March 31, 2019 to approximately $67,000 as of June 30, 2021. We had 249 customers with at least $100,000 of ARR as of June 30, 2021, reflecting growth of 58% from June 30, 2020. We believe that our rapidly growing number of customers with at least $100,000 of ARR reflects the value of our platform to enterprise customers. We also had nine customers with at least $1 million of ARR as of June 30, 2021. We define ARR as the annualized value of subscription revenue in the last month of the measurement quarter. ARR does not have a standardized meaning and is not necessarily comparable to similarly titled measures presented by other companies. ARR should be viewed independently of revenue and is not intended to be combined with or to replace it. ARR is not a forecast and the active customers at the date used in calculating ARR may or may not extend or renew their subscription.

Expanding Within Existing Customers

Many of our customers increase spending with us by adding seats or users on our platform. We have demonstrated a strong track record of expanding seats and users through cross-selling across organizations and upselling higher tiers of platform editions. Once a current team within an organization shares a CxN or summary output from our platform, it increases the visibility of our platform within that organization and creates opportunities for us to cultivate additional users. We expect that over time, a significant portion of our revenue growth will come from our existing customers adding seats or expanding their use of our platform. We measure the rate of expansion within our customer base using our net dollar-based retention rate. As of June 30, 2021, our net dollar-based retention rate was 117%.

We believe the strength and unique positioning of our platform will enable us to significantly expand within our existing customers. As an example, the average and median ARR of our top 30 customers as of June 30, 2021 were approximately $1.3 million and $790,000, respectively, which reflect a meaningful expansion as compared to the average and median ARR of approximately $70,000 and $50,000, respectively, at each customer’s initial purchase. We believe that our newly launched flex-based subscription pricing plan will provide further flexibility for our enterprise customers to add additional users and use cases. If we are unable to further expand within our existing customer base, our operating results would be adversely impacted.

Continued Investment in Growth

We plan to increase our sales capability by growing our field sales teams in order to target expansion within enterprises and to continue to target and acquire new customers. We are also continuing to focus on our marketing efforts by increasing brand awareness and advertising. We believe that these investments will contribute to our long-term growth, although they may adversely affect our operating results in the near term. We also have a track record of innovating and consistently adding new features to our platform. We released 25 new product features in 2020. We are growing our research and development capability to continue to innovate and enhance the functionality of our platform.

International Expansion

We are focused on addressing a global customer base. International revenue represented approximately 15% of our total revenue in 2020 and approximately 17% of our total revenue for the six months ended June 30, 2021. As of June 30, 2021, we had customers in over 50 countries around the world. We believe there is a significant opportunity to further expand the use of our platform internationally as we grow our outbound field sales motion globally. Our growth and the success of our initiatives in markets outside of the United States will depend on our ability to adapt our platform to local markets and the continued adoption of our platform by our existing customers, as well as our ability to attract new customers.

Strategic Partnerships

We are investing in developing a strong ecosystem and partner network as a way to expand our go-to-market strategy. We have existing ecosystem integrations into key software vendors like Adobe, Atlassian, Qualtrics, and Slack. Additionally, we plan to develop and foster partnerships with resellers, systems integrators, and distributors. We believe that these partnerships will extend our sales reach and provide product and technology integrations that will accelerate implementation of our platform domestically and internationally, although investing in these relationships can be time consuming and costly.

Key Business Metrics

We monitor and review a number of metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions. We believe that these key business metrics provide meaningful supplemental information in assessing our operating performance.

Number of Customers with At Least $100,000 of ARR


	As of December 31,		As of June 30,
	2019	2020	2020	2021
Number of Customers with At Least $100,000 of ARR	137	190	158	249

We believe that our ability to increase the number of our customers with at least $100,000 of ARR indicates our progress with a critical segment of our customer base. We are able to increase the number of our customers with at least $100,000 of ARR as more users and teams across organizations and industries realize the value of our platform in today’s digital age. A customer in a particular period is defined as a customer for whom we recognize subscription revenue in the last month of the measurement period. We define a single customer as the parent entity of the subsidiaries and divisions that contract with us. If a customer has multiple subsidiaries or divisions, then we aggregate subscription revenues from all entities to the parent level.

Net Dollar-based Retention Rate


	As of December 31,		As of June 30,
	2020		2020		2021
Net Dollar-based Retention Rate(1)	114	%	110	%	117	%

_____________

(1)Net dollar-based retention rate figures prior to 2020 are unavailable due to adoption of ASC 606 on a modified retrospective basis effective January 1, 2019.

Our ability to retain and expand subscription revenue from existing customers is an important indicator of the stability of our revenue base, the long-term value of our platform to our customers, and future business opportunities. We calculate net dollar-based retention rate in order to measure our ability to retain and expand subscription revenue from our existing customers. Our net dollar-based retention rate compares the quarterly subscription revenue from the same cohort of customers across comparable periods. For each quarter, the cohort of customers are identified based on having subscription revenue at the beginning of the same quarter in the prior year. We calculate our net dollar-based retention rate in a quarter by dividing: (i) the total subscription revenue of the customer cohort in the current quarter, by (ii) the total subscription revenue of those same customers in the same quarter of the prior year. We expect our net dollar-based retention rate to fluctuate in future periods due to a number of factors, including our expected growth, the level of penetration within our customer base, our ability to upsell and cross-sell products to existing customers, and our ability to retain our customers.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we use the following non-GAAP financial measures to evaluate our operating performance and for forecasting purposes: non-GAAP gross profit and gross margin, non-GAAP net loss and net loss margin, and free cash flow. We believe these non-GAAP financial measures may be helpful to investors because they provide consistency and comparability with past financial performance.

Non-GAAP financial measures have limitations in their usefulness to investors and should not be considered in isolation or as substitutes for financial information presented under GAAP. Non-GAAP financial measures have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As a result, our non-GAAP

financial measures are presented for supplemental informational purposes only. The following tables present certain non-GAAP financial measures for each period presented below:

Non-GAAP Gross Profit and Gross Margin


	Year Ended December 31,						Six Months Ended June 30,
	2019			2020			2020			2021
	(dollars in thousands)
GAAP gross profit	$	53,582		$	72,628		$	32,295		$	48,304
GAAP gross margin	70		%	71		%	69		%	73		%
Adjustments:
Stock-based compensation expense	132			49			25			101
Amortization of intangible assets	46			245			92			329
Non-GAAP gross profit	$	53,760		$	72,922		$	32,412		$	48,734
Non-GAAP gross margin	70		%	71		%	70		%	74		%

We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense allocated to cost of revenue and amortization of certain acquired intangible assets allocated to cost of revenue. Non-GAAP gross margin is calculated as non-GAAP gross profit divided by total revenue. We expect our non-GAAP gross margin may vary from period to period and increase modestly in the long term as we optimize costs with additional scale.

Non-GAAP Operating Loss and Operating Loss Margin


	Year Ended December 31,						Six Months Ended June 30,
	2019			2020			2020			2021
	(dollars in thousands)
GAAP operating loss	$	(19,696)		$	(33,966)		$	(16,647)		$	(23,734)
GAAP operating loss margin	(26)		%	(33)		%	(36)		%	(36)		%
Adjustments:
Stock-based compensation expense	3,261			2,547			1,173			2,132
Amortization of intangible assets	129			545			222			513
Non-GAAP operating loss	$	(16,306)		$	(30,874)		$	(15,252)		$	(21,089)
Non-GAAP operating loss margin	(21)		%	(30)		%	(33)		%	(32)		%

We define non-GAAP operating loss as operating loss excluding stock-based compensation expense and amortization of certain acquired intangible assets. Non-GAAP operating loss margin is calculated as non-GAAP operating loss divided by total revenue. We use non-GAAP operating loss and non-GAAP operating loss margin in conjunction with traditional GAAP measures to evaluate our financial performance. We plan to continue to invest in growth and expansion, which could impact our non-GAAP operating loss.

Free Cash Flow


	Year Ended December 31,						Six Months Ended June 30,
	2019			2020			2020			2021
	(dollars in thousands)
Net cash used in operating activities	$	(8,672)		$	(14,305)		$	(10,082)		$	(18,846)
Add: Purchases of property and equipment	(474)			(1,002)			(201)			(971)
Free cash flow	$	(9,146)		$	(15,307)		$	(10,283)		$	(19,817)
Free cash flow margin	(12)		%	(15)		%	(22)		%	(30)		%

We define free cash flow as net cash used in operating activities less cash used for purchases of property, plant and equipment and capitalized internal-used software. We believe that free cash flow is a useful indicator of liquidity that provides information to management and investors, even if negative, about the amount of cash used in our operations other than that used for investments in property and equipment. We expect to continue to invest in additional headcount as we invest in expanding our operations, which may negatively affect our free cash flow.

Impact of COVID-19 to our Business

In December 2019, an outbreak of COVID-19 was first identified and by March 2020, the World Health Organization declared COVID-19 a global pandemic. Governments and municipalities across the United States and the world have instituted measures to slow infection rates, including orders to shelter-in-place, travel restrictions, and mandated business closure. The global economic impacts of the COVID-19 pandemic are significant and continue to evolve, as exhibited by, among other things, a rise in unemployment, changes in consumer behavior, and market volatility.

In response to the COVID-19 pandemic, we have temporarily required our employees to work remotely, implemented travel restrictions for all non-essential business, reduced hiring, and shifted certain of our conferences to virtual-only, and we may similarly alter, postpone, or cancel events in the future. This has resulted in a reduction in certain operating expenses during the COVID-19 pandemic, such as travel and entertainment. However, these savings were offset by other investments across the business, such that operating expenses were not materially impacted, and we expect to reassess these temporary measures as the COVID-19 pandemic and vaccination programs continue to develop. In addition, our revenue generation has not been significantly affected by the COVID-19 pandemic, as the loss of certain existing customers and the inability of certain existing customers to make payments when due as a result of the adverse impact of COVID-19 on those customers’ businesses was generally offset by new customer acquisition. Driven by the acceleration of digital transformation initiatives in response to the COVID-19 pandemic, we believe some customers, including those customers with predominantly physical operations, turned to our platform to quickly build out or add sophistication to their digital customer experiences. Additionally, some new customers leveraged our platform to create a more seamless integration between their online and offline presence. Overall, there has not been a material impact to our business as a result of COVID-19.

The extent of the impact of COVID-19 on our business and financial performance may be influenced by a number of factors, many of which we cannot control, including the duration and spread of the pandemic, future spikes of COVID-19 infections resulting in additional preventive measures, the severity of the economic decline attributable to the pandemic, the timing and nature of a potential economic recovery, and the impact on our customers and our sales cycles. See “Risk Factors” for additional information.

Components of Results of Operations

Revenue

Subscription Revenue

Subscription revenue primarily consists of subscription fees from customer agreements to access our platform, as well as additional support services. Our customers do not have the ability to take possession of our software. We recognize revenue for subscription fees and additional support services on a straight-line basis over the term of the contract beginning on the date access to our platform is granted, as the underlying service is a stand-ready performance obligation. Customers may also purchase incremental capacity to our platform, which is an additional stand-ready performance obligation. We recognize incremental capacity as a series of distinct software-based services that are satisfied over the remaining term of the applicable subscription. Certain customer contracts are sold with a contractual maximum of platform usage. Customers who consume their committed capacity will be invoiced for overages on a quarterly basis. We recognize these overage fees as variable consideration. We expect our subscription revenue to increase over the long term, depending on our ability to attract new customers and expand usage with existing customers, which fluctuates from period to period.

Professional Services

Professional services primarily consists of fees from professional services including research studies, training services, and strategy workshops. Professional services are generally considered distinct from access to our platform. We recognize revenue from service engagements that occur over a period of time on a proportional performance basis as the services are delivered. While we expect our professional services revenue to increase in terms of absolute dollars, they will fluctuate from period to period and may not grow consistently with our subscription revenue.

Cost of Revenue, Gross Profit and Gross Margin

Subscription Cost of Revenue

Subscription cost of revenue consists of three categories of expenses: UserTesting Contributor Network, platform, and support. UserTesting Contributor Network costs consist primarily of participant payments and fees as well as the cost to operate and support those participants. Platform costs consist primarily of the cost to operate our platform, including infrastructure-related, hosting, and personnel-related costs, such as salaries, bonus, stock-based compensation expense, and benefits. Support costs include the personnel-related costs, such as salaries, bonus, stock-based compensation expense, and benefits, of employees who directly support customers of our subscription services and amortization of acquired intangibles.

Professional Services Cost of Revenue

Professional services cost of revenue consists primarily of personnel-related costs associated with professional services personnel, including stock-based compensation, third-party consulting services, and allocated overhead.

Gross Profit and Gross Margin

Gross profit is total revenue less cost of revenue and gross margin is gross profit expressed as a percentage of revenue. Our gross margin may vary from period to period as our mix or cost of revenue fluctuates. Our gross margin on subscription revenue is significantly higher than our gross margin on professional services revenue. In addition, we may experience changes in our professional services gross margin due to a mismatch between when revenue is recognized and when related expenses are incurred. We expect our gross margin may vary from period to period and increase modestly in the long term.

Operating Expenses

Sales and Marketing

Sales and marketing expenses primarily consist of personnel-related expenses, including stock-based compensation directly associated with our sales and marketing organization. Other sales and marketing expenses include costs for promotional events to promote our brand, web advertising, trade conferences, and allocated overhead. Sales commissions that are directly related to acquiring customer contracts, as well as associated payroll taxes, are deferred upon execution of a contract with a customer, and subsequently amortized to sales and marketing expense over an estimated period of benefit of four years. We have elected the practical expedient to expense renewal commissions in the period of booking if the period of amortization is one year or less, and we amortize commissions related to renewal contracts that are greater than one year over the weighted average renewal term. We plan to increase our investment in sales and marketing over the foreseeable future, primarily through increased headcount in our sales and marketing functions and investment in brand- and product-marketing efforts. Although we expect our sales and marketing expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue in the near term, we expect that sales and marketing expenses will decline as a percentage of revenue in the long term.

Research and Development

Research and development expenses primarily consist of personnel-related expenses, including stock-based compensation directly associated with our research and development employees and outside services costs. Research

and development costs are expensed as incurred. We expect that our research and development expenses will increase in absolute dollars in the near term as we focus on further developing our platform and infrastructure. Although we expect our research and development expenses will increase in absolute dollars in future periods and may vary from period to period as a percentage of revenue in the near term, we expect that expenses will decline as a percentage of revenue in the long term.

General and Administrative

General and administrative expenses primarily consist of personnel-related expenses, including stock-based compensation directly associated with our finance, legal and human resources organizations, professional fees for external legal, accounting, and other consulting services, bad debt expense, and allocated overhead. We expect to increase the size of our general and administrative function to support the growth of our business. Following the closing of this offering, we expect to incur additional expenses as a result of operating as a public company, including expenses related to compliance and reporting obligations of reporting companies and increased costs for insurance, investor relations expenses, and professional services. As a result, we expect that our general and administrative expenses will increase in absolute dollars for the foreseeable future. Although we expect our general and administrative expenses will increase in absolute dollars in future periods and may vary from period to period as a percentage of revenue in the near term, we expect that general and administrative expenses will decline as a percentage of revenue in the long term.

Interest Income, Net

Interest income, net consists primarily of income earned on cash equivalents.

Other Income (Expense), Net

Other income (expense), net consists primarily of miscellaneous non-operational income and expense, including grant money received from a grant agreement in July 2020 as well as sublease income.

Provision for Income Taxes

Provision for income taxes consists of federal, state and foreign income taxes. Due to cumulative losses, we maintain a valuation allowance against our U.S. deferred tax assets. We consider all available evidence, both positive and negative, including but not limited to earnings history, projected future outcomes, industry and market trends and the nature of each of the deferred tax assets in assessing the extent to which a valuation allowance should be applied against our U.S. deferred tax assets.

Results of Operations

The following tables set forth selected consolidated statements of operations data for each of the periods indicated:


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(in thousands)
Revenue:
Subscription	$	68,607	$	93,374	$	42,632	$	60,932
Professional services	8,026		8,821		3,850		5,337
Total revenue	76,633		102,195		46,482		66,269
Cost of revenue(1)(2):
Subscription	15,193		21,441		10,238		13,842
Professional services	7,858		8,126		3,949		4,123
Total cost of revenue	23,051		29,567		14,187		17,965
Gross profit	53,582		72,628		32,295		48,304
Operating expenses(1)(2):
Sales and marketing	37,256		59,737		26,921		39,128
Research and development	20,845		27,897		13,042		19,585
General and administrative	15,177		18,960		8,979		13,325
Total operating expenses	73,278		106,594		48,942		72,038
Loss from operations	(19,696)		(33,966)		(16,647)		(23,734)
Interest income, net	118		136		76		74
Other income (expense), net	93		747		91		(213)
Loss before provision for income taxes	(19,485)		(33,083)		(16,480)		(23,873)
Provision for income taxes	82		900		665		294
Net loss	$	(19,567)	$	(33,983)	$	(17,145)	$	(24,167)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.31)	$	(2.10)	$	(1.08)	$	(1.31)

_______________

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


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(in thousands)
Cost of revenue:
Subscription	$	49	$	14	$	6	$	19
Professional services	83		35		19		82
Operating expenses:
Sales and marketing	810		868		406		675
Research and development	790		346		156		383
General and administrative	1,529		1,284		586		973
Total stock-based compensation expense	$	3,261	$	2,547	$	1,173	$	2,132

(2)Includes amortization expense as follows:


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(in thousands)
Cost of revenue:
Subscription	$	46	$	245	$	92	$	329
Operating expenses:
Sales and marketing	—		145		52		97
Research and development	61		140		67		87
General and administrative	22		15		11		—
Total amortization expense	$	129	$	545	$	222	$	513

The following table sets forth selected consolidated statements of operations data expressed as a percentage of revenue for each of the periods indicated:


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(as a percentage of revenue)
Revenue:
Subscription	90	%	91	%	92	%	92	%
Professional services	10		9		8		8
Total revenue	100		100		100		100
Cost of revenue:
Subscription	20		21		22		21
Professional services	10		8		9		6
Total cost of revenue	30		29		31		27
Gross profit	70		71		69		73
Operating expenses:
Sales and marketing	49		58		58		59
Research and development	27		27		28		30
General and administrative	20		19		19		20
Total operating expenses	96		104		105		109
Loss from operations	(26)		(33)		(36)		(36)
Interest income, net	—		—		—		—
Other income, net	—		1		—		—
Loss before provision for income taxes	(26)		(32)		(36)		(36)
Provision for income taxes	—		1		1		—
Net loss	(26)	%	(33)	%	(37)	%	(36)	%

Comparison of the Six Months Ended June 30, 2020 and 2021

Revenue


	Six Months Ended June 30,
	2020		2021		$ Change		% Change
	(in thousands, except percentages)
Subscription	$	42,632	$	60,932	$	18,300	43	%
Professional services	3,850		5,337		1,487		39	%
Total revenue	$	46,482	$	66,269	$	19,787	43	%

Total revenue for the six months ended June 30, 2021 increased by $19.8 million, or 43%, as compared to the six months ended June 30, 2020 primarily due to the increase in subscription revenue described below.

Subscription revenue for the six months ended June 30, 2021 increased by $18.3 million, or 43%, as compared to the six months ended June 30, 2020. The increase was partly due to growth with existing customers, which accounted for approximately 54% of the increase and was mainly driven by increased sales to existing customers as of December 31, 2019. The remainder of the increase in subscription revenue was due to contracts from new customers acquired subsequent to June 30, 2020.

Professional services for the six months ended June 30, 2021 increased by $1.5 million, or 39%, as compared to the six months ended June 30, 2020. This increase was primarily due to the amount of professional services engagements sold and the timing of the performance of those services as more customers requested to have services completed in the first half of 2021 as compared to the first half of 2020.

Cost of Revenue


	Six Months Ended June 30,
	2020			2021			$ Change		% Change
	(in thousands, except percentages)
Subscription	$	10,238		$	13,842		$	3,604	35	%
Professional services	3,949			4,123			174		4	%
Cost of revenue	14,187			17,965			3,778		27	%
Gross Profit	32,295			48,304			16,009		50	%
Gross Margin:
Subscription	76		%	77		%
Professional Services	(3)		%	23		%
Total gross margin	69		%	73		%

Cost of revenue for the six months ended June 30, 2021 increased by $3.8 million, or 27%, as compared to the six months ended June 30, 2020 primarily due to the increase in subscription cost of revenue described below.

Subscription cost of revenue for the six months ended June 30, 2021 increased by $3.6 million, or 35%, as compared to the six months ended June 30, 2020, primarily driven by increased payments to contributors of $1.5 million as a result of increased usage of our platform, increased personnel-related costs of $1.3 million, and increased platform (hosting) costs of $0.5 million, as we continued to invest in our platform and support services.

Professional services cost of revenue for the six months ended June 30, 2021 remained relatively flat as compared to the six months ended June 30, 2020.

Operating Expenses

Sales and Marketing


	Six Months Ended June 30,
	2020			2021			$ Change		% Change
	(in thousands, except percentages)
Sales and marketing	$	26,921		$	39,128		$	12,207	45	%
Percentage of revenue	58		%	59		%			1	%

Sales and marketing expenses for the six months ended June 30, 2021 increased by $12.2 million, or 45%, as compared to the six months ended June 30, 2020. The increase in sales and marketing expenses was primarily attributable to an increase in personnel-related expenses of $8.2 million due to increased headcount, from 221 as of June 30, 2020 to 296 as of June 30, 2021, to support the growth in our sales force and customer success organization, as well as an increase in non-personnel costs in demand generation, branding, and product awareness offset by some savings in travel and entertainment.

Research and Development


	Six Months Ended June 30,
	2020			2021			$ Change		% Change
	(in thousands, except percentages)
Research and development	$	13,042		$	19,585		$	6,543	50	%
Percentage of revenue	28		%	30		%			2	%

Research and development expenses for the six months ended June 30, 2021 increased by $6.5 million, or 50%, as compared to the six months ended June 30, 2020. The increase in research and development expense was primarily attributable to an increase of $3.4 million in personnel-related expenses due to increased headcount for the development of our platform, from 120 as of June 30, 2020 to 145 as of June 30, 2021, as well as a $1.6 million increase in professional and outside services and a $0.9 million increase in office expenses to support our research and development team.

General and Administrative


	Six Months Ended June 30,
	2020			2021			$ Change		% Change
	(in thousands, except percentages)
General and administrative	$	8,979		$	13,325		$	4,346	48	%
Percentage of revenue	19		%	20		%			1	%

General and administrative expenses for the six months ended June 30, 2021 increased by $4.3 million, or 48%, as compared to the six months ended June 30, 2020. The increase in general and administrative expenses was primarily attributable to an increase of $3.9 million in personnel-related expenses due to increased headcount, from 51 as of June 30, 2020 to 73 as of June 30, 2021, to support the growth of our business.

Provision for Income Taxes


	Six Months Ended June 30,
	2020		2021		$ Change		% Change
	(in thousands, except percentages)
Provision for income taxes	$	665	$	294	$	(371)	(56)	%

Provision for income taxes for the six months ended June 30, 2021 decreased by $0.4 million, or 56%, as compared to the six months ended June 30, 2020. The change in provision for income taxes was primarily due to a decrease in foreign income tax.

Comparison of the Years Ended December 31, 2019 and 2020

Revenue


	Year Ended December 31,
	2019		2020		$ Change		% Change
	(in thousands, except percentages)
Subscription	$	68,607	$	93,374	$	24,767	36	%
Professional services	8,026		8,821		795		10	%
Total revenue	$	76,633	$	102,195	$	25,562	33	%

Total revenue for the year ended December 31, 2020 increased by $25.6 million, or 33%, as compared to the year ended December 31, 2019 primarily due to the increase in subscription revenue described below.

Subscription revenue for the year ended December 31, 2020 increased by $24.8 million, or 36%, as compared to the year ended December 31, 2019. The increase was substantially due to growth with existing customers, which accounted for approximately 67% of the increase. This growth in revenue from existing customers was driven approximately equally by increased sales to existing customers as well as by an increase in the total number of existing customers for such period.

Professional services for the year ended December 31, 2020 increased by $0.8 million, or 10%, as compared to the year ended December 31, 2019. This increase was primarily due to the amount of professional services engagements sold and the timing of the performance of those services as more customers requested to have services completed in 2020 as compared to 2019.

Cost of Revenue


	Year Ended December 31,
	2019			2020			$ Change		% Change
	(in thousands, except percentages)
Subscription	$	15,193		$	21,441		$	6,248	41	%
Professional services	7,858			8,126			268		3	%
Cost of revenue	$	23,051		$	29,567		$	6,516	28	%
Gross Profit	53,582			72,628			19,046		36	%
Gross Margin:
Subscription	78		%	77		%
Professional Services	2		%	8		%
Total gross margin	70		%	71		%

Cost of revenue for the year ended December 31, 2020 increased by $6.5 million, or 28%, as compared to the year ended December 31, 2019 primarily due to the increase in subscription cost of revenue described below.

Subscription cost of revenue for the year ended December 31, 2020 increased by $6.2 million, or 41%, as compared to the year ended December 31, 2019, primarily driven by increased payments to contributors of $4.6 million as a result of increased usage of our platform, increased investment in personnel-related customer education and support costs (primarily related to personnel) of $1.0 million, and increased platform (hosting) costs of $0.4 million, as we continued to invest in our platform and support services.

Professional services cost of revenue for the year ended December 31, 2020 increased by $0.3 million, or 3%, as compared to the year ended December 31, 2019, driven primarily by an increase in costs paid to subcontractors, and an increase in the number of professional service employees.

Operating Expenses

Sales and Marketing


	Year Ended December 31,
	2019			2020			$ Change		% Change
	(in thousands, except percentages)
Sales and marketing	$	37,256		$	59,737		$	22,481	60	%
Percentage of revenue	49		%	58		%			9	%

Sales and marketing expenses for the year ended December 31, 2020 increased by $22.5 million, or 60%, as compared to the year ended December 31, 2019. The increase in sales and marketing expenses was primarily attributable to an increase in personnel-related expenses of $18.4 million due to increased headcount, from 168 as of December 31, 2019 to 244 as of December 31, 2020, to support the growth in our sales force and customer success organization, as well as an increase in non-personnel costs in demand generation, branding, and product awareness offset by some savings in travel and entertainment.

Research and Development


	Year Ended December 31,
	2019			2020			$ Change		% Change
	(in thousands, except percentages)
Research and development	$	20,845		$	27,897		$	7,052	34	%
Percentage of revenue	27		%	27		%			—	%

Research and development expenses for the year ended December 31, 2020 increased by $7.1 million, or 34%, as compared to the year ended December 31, 2019. The increase in research and development expense was primarily attributable to an increase of $5.6 million in personnel-related expenses due to increased headcount for the development of our platform, from 107 as of December 31, 2019 to 137 as of December 31, 2020, and a $1.5 million increase in non-personnel costs, primarily consisting of office expenses to support our research and development team.

General and Administrative


	Year Ended December 31,
	2019			2020			$ Change		% Change
	(in thousands, except percentages)
General and administrative	$	15,177		$	18,960		$	3,783	25	%
Percentage of revenue	20		%	19		%			(1)	%

General and administrative expenses for the year ended December 31, 2020 increased by $3.8 million, or 25%, as compared to the year ended December 31, 2019. The increase in general and administrative expenses was primarily attributable to an increase of $4.3 million in personnel-related expenses due to increased headcount, from 46 as of December 31, 2019 to 64 as of December 31, 2020, and an increase of $3.3 million in facilities expenses primarily due to increased rent as a result of the expansion of business scale, partially offset by a $3.8 million reduction in other non-personnel related expenses, including travel and other expenses.

Provision for Income Taxes


	Year Ended December 31,
	2019		2020		$ Change		% Change
	(in thousands, except percentages)
Provision for income taxes	$	82	$	900	$	818	998	%

Provision for income taxes for the year ended December 31, 2020 increased by $0.8 million, or 998%, as compared to the year ended December 31, 2019. The change in provision for income taxes was primarily due to an increase in foreign income tax.

Quarterly Results of Operations

The following table sets forth our unaudited quarterly consolidated results of operations data in dollars and as a percentage of revenue for each of the 10 quarters in the period ended June 30, 2021. These unaudited quarterly results of operations have been prepared on the same basis as our audited consolidated financial statements included elsewhere in this prospectus. In the opinion of management, the financial information reflects all normal recurring adjustments necessary for the fair statement of results of operations for these periods. The sum of quarterly periods percentages may not equal full-year percentages and percentages may not foot due to rounding. This information should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this prospectus. The results of historical periods are not necessarily indicative of the results in any future period and the results of a particular quarter or other interim period are not necessarily indicative of the results for a full year.

Consolidated Statements of Operations Data


	Three Months Ended
	Mar. 31, 2019		June 30, 2019		Sept. 30, 2019		Dec. 31, 2019		Mar. 31, 2020		June 30, 2020		Sept. 30, 2020		Dec. 31, 2020		Mar. 31, 2021		June 30, 2021
	(in thousands)
Revenue:
Subscription	$	15,089	$	16,313	$	17,978	$	19,227	$	20,139	$	22,493	$	23,990	$	26,752	$	28,682	$	32,250
Professional services	1,621		2,013		2,074		2,318		1,929		1,921		2,334		2,637		2,508		2,829
Total revenue	16,710		18,326		20,052		21,545		22,068		24,414		26,324		29,389		31,190		35,079
Cost of revenue(1)(2):
Subscription	3,352		3,714		4,068		4,059		4,713		5,525		5,506		5,697		6,617		7,225
Professional services	1,901		1,918		2,060		1,979		2,041		1,908		1,990		2,187		2,085		2,038
Total cost of revenue	5,253		5,632		6,128		6,038		6,754		7,433		7,496		7,884		8,702		9,263
Gross profit	11,457		12,694		13,924		15,507		15,314		16,981		18,828		21,505		22,488		25,816
Operating expenses(1)(2):
Sales and marketing	7,575		8,569		9,617		11,495		13,354		13,567		15,672		17,144		18,593		20,535
Research and development	4,309		4,417		5,794		6,325		6,282		6,760		7,132		7,723		9,769		9,816
General and administrative	4,404		3,599		3,358		3,816		4,370		4,609		4,971		5,010		6,351		6,974
Total operating expenses	16,288		16,585		18,769		21,636		24,006		24,936		27,775		29,877		34,713		37,325
Loss from operations	(4,831)		(3,891)		(4,845)		(6,129)		(8,692)		(7,955)		(8,947)		(8,372)		(12,225)		(11,509)
Interest income, net	11		(5)		77		35		53		23		14		46		40		34
Other income (expense), net	—		—		10		83		39		52		71		585		(152)		(61)
Loss before provision for income taxes	(4,820)		(3,896)		(4,758)		(6,011)		(8,600)		(7,880)		(8,862)		(7,741)		(12,337)		(11,536)
Provision for income taxes	5		2		3		72		543		122		129		106		109		185
Net loss	$	(4,825)	$	(3,898)	$	(4,761)	$	(6,083)	$	(9,143)	$	(8,002)	$	(8,991)	$	(7,847)	$	(12,446)	$	(11,721)

_______________

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


	Three Months Ended
	Mar. 31, 2019		June 30, 2019		Sept. 30, 2019		Dec. 31, 2019		Mar. 31, 2020		June 30, 2020		Sept. 30, 2020		Dec. 31, 2020		Mar. 31, 2021		June 30, 2021
	(in thousands)
Cost of revenue:
Subscription	$	23	$	6	$	17	$	3	$	3	$	3	$	4	$	4	$	8	$	11
Professional services	49		9		15		10		9		10		8		8		36		46
Operating expenses:
Sales and marketing	158		167		332		153		195		211		223		239		300		375
Research and development	105		52		580		53		67		89		91		99		161		222
General and administrative	393		680		247		209		252		334		343		355		403		570
Total stock-based compensation expense	$	728	$	914	$	1,191	$	428	$	526	$	647	$	669	$	705	$	908	$	1,224

(2)Includes amortization expense as follows:


	Three Months Ended
	Mar. 31, 2019		June 30, 2019		Sept. 30, 2019		Dec. 31, 2019		Mar. 31, 2020		June 30, 2020		Sept. 30, 2020		Dec. 31, 2020		Mar. 31, 2021		June 30, 2021
	(in thousands)
Cost of revenue:
Subscription	$	11	$	12	$	11	$	12	$	21	$	71	$	73	$	80	$	162	$	167
Operating expenses:
Sales and marketing	—		—		—		—		7		45		46		47		48		49
Research and development	12		11		12		26		33		34		33		40		41		46
General and administrative	5		6		6		5		6		5		3		1		—		—
Total amortization expense	$	28	$	29	$	29	$	43	$	67	$	155	$	155	$	168	$	251	$	262

Percentage of Revenue Data


	Three Months Ended
	Mar. 31, 2019		June 30, 2019		Sept. 30, 2019		Dec. 31, 2019		Mar. 31, 2020		June 30, 2020		Sept. 30, 2020		Dec. 31, 2020		Mar. 31, 2021		June 30, 2021
	(as a percentage of revenue)
Revenue:
Subscription	90	%	89	%	90	%	89	%	91	%	92	%	91	%	91	%	92	%	92	%
Professional services	10		11		10		11		9		8		9		9		8		8
Total revenue	100		100		100		100		100		100		100		100		100		100
Cost of revenue:
Subscription	20		20		20		19		21		23		21		19		21		21
Professional services	11		10		10		9		9		8		8		7		7		6
Total cost of revenue	31		31		31		28		31		30		28		27		28		26
Gross profit	69		69		69		72		69		70		72		73		72		74
Operating expenses:
Sales and marketing	45		47		48		53		61		56		60		58		60		59
Research and development	26		24		29		29		28		28		27		26		31		28
General and administrative	26		20		17		18		20		19		19		17		20		20
Total operating expenses	97		90		94		100		109		102		106		102		111		106
Loss from operations	(29)		(21)		(24)		(28)		(39)		(33)		(34)		(28)		(39)		(33)
Interest income, net	—		—		—		—		—		—		—		—		—		—
Other income, net	—		—		—		—		—		—		—		2		—		—
Loss before provision for income taxes	(29)		(21)		(24)		(28)		(39)		(32)		(34)		(26)		(40)		(33)
Provision for income taxes	—		—		—		—		2		—		—		—		—		1
Net loss	(29)	%	(21)	%	(24)	%	(28)	%	(41)	%	(33)	%	(34)	%	(27)	%	(40)	%	(33)	%

Quarterly Trends

Revenue

Our revenue increased year-over-year and sequentially in each of the quarters presented primarily due to increases in the number of customers and increased sales to existing customers. Although we have not historically experienced significant seasonality with respect to our revenue throughout the year, we have seen seasonality in our sales cycle and our fourth quarter has historically been our strongest quarter. This seasonality may be reflected to a much lesser extent, and sometimes may not be immediately apparent, in our revenue, due to the fact that we recognize subscription revenue over the term of the applicable subscription agreement and a substantial portion of the subscription revenue that we report in each period is attributable to the recognition of remaining performance obligations relating to agreements that we entered into during previous periods. Increases or decreases in new or renewal billings in any one period may not be immediately reflected as subscription revenue for that period.

Cost of Revenue, Gross Profit and Gross Margin

On a quarterly basis, our cost of revenue increased year-over-year and generally increased sequentially in each of the quarters presented in relation to revenue growth. Our margins have been relatively consistent throughout the quarterly periods presented. Our gross margin may vary from period to period as our mix or cost of revenue

fluctuates. Our gross margin on subscription revenue is significantly higher than our gross margin on professional services revenue. In addition, we may experience changes in our professional services gross margin due to a mismatch between when revenue is recognized and when related expenses are incurred. We expect our gross margin may vary from period to period and increase modestly in the long term.

Operating Expenses

Operating expenses have increased year-over-year and generally increased sequentially in each of the quarters presented primarily due to increased headcount and other related costs to support our business growth. We intend to continue to make investment in sales and marketing over the foreseeable future, primarily through increased headcount in our sales and marketing functions and investment in brand- and product-marketing efforts to drive future revenue growth. We also intend to continue to make investments in research and development as we focus on further developing our platform and infrastructure. Although we expect our sales and marketing expenses and research and development expenses will increase in absolute dollars in future periods and will vary from period to period as a percentage of revenue in the near term, we expect these expenses will decline as a percentage of revenue in the long term. We expect to increase the size of our general and administrative function to support the growth of our business. Following the closing of this offering, we expect to incur additional expenses as a result of operating as a public company, including expenses related to compliance and reporting obligations of reporting companies and increased costs for insurance, investor relations expenses, and professional services. As a result, we expect that our general and administrative expenses will increase in absolute dollars for the foreseeable future. Although we expect our general and administrative expenses will increase in absolute dollars in future periods and may vary from period to period as a percentage of revenue in the near term, we expect that general and administrative expenses will decline as a percentage of revenue in the long term.

Quarterly Customer Data


	As of
	Mar. 31, 2019	June 30, 2019	Sept. 30, 2019	Dec. 31, 2019	Mar. 31, 2020		June 30, 2020		Sept. 30, 2020		Dec. 31, 2020		Mar. 31, 2021		June 30, 2021
Total Number of Customers(1)	1,150	1,210	1,290	1,370	1,430		1,480		1,560		1,710		1,850		2,010
Number of Customers with At Least $100,000 of ARR	110	118	128	137	146		158		177		190		216		249
Net Dollar-based Retention Rate(2)					106	%	110	%	109	%	114	%	117	%	117	%

____________

(1)Total customer count is rounded down to nearest 10 customers.

(2)Net dollar-based retention rate figures prior to 2020 are unavailable due to adoption of ASC 606 on a modified retrospective basis effective January 1, 2019.

Liquidity and Capital Resources

As of December 31, 2019, December 31, 2020 and June 30, 2021, our principal sources of liquidity were cash and cash equivalents of $21.8 million, $97.0 million and $73.5 million, respectively, which were held for working capital purposes. Our cash and cash equivalents primarily consist of cash deposited in money market or holding accounts with financial institutions.

Since our inception, we have financed our operations primarily through sales of convertible preferred stock and payments from our customers. During the year ended December 31, 2019, we issued 9,743,564 shares of Series E convertible preferred stock for an aggregate amount of $22.0 million. Also, during the year ended December 31, 2020, we issued 29,914,217 shares of Series F convertible preferred stock for an aggregate amount of $100.0 million. Additionally, as of June 30, 2021, we had a revolving line of credit to obtain up to $5.5 million in debt financing. As of December 31, 2019, December 31, 2020, and June 30, 2021, we had an outstanding balance of $2.5 million, $0 and $0, respectively, under our revolving line of credit. Our principal uses of cash in recent periods have been to fund our operations, invest in research and development, and to purchase investments.

We believe our existing cash and cash equivalents will be sufficient to meet our needs for at least the next 12 months. Our future capital requirements will depend on many factors including our revenue growth rate,

subscription renewal activity, billing frequency, the timing and extent of spending to support further sales and marketing and research and development efforts, as well as expenses associated with our international expansion, including the timing and extent of additional capital expenditures to invest in existing and new office spaces. We may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, services and technologies, and we may need to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The occurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. In the event that additional financing is needed from outside sources, we may not be able to raise the necessary capital or raise capital on terms favorable to us or at all. If we are unable to raise additional capital when desired, our business, results of operations, and financial condition could be materially and adversely affected.

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


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
	(in thousands)
Net cash used in operating activities	$	(8,672)	$	(14,305)	$	(10,082)	$	(18,846)
Net cash used in investing activities	(1,437)		(9,769)		(8,818)		(1,121)
Net cash provided by (used in) financing activities	22,947		99,289		100,240		(3,535)

Operating Activities

Net cash used in operating activities of $8.7 million for the year ended December 31, 2019 was primarily due to net loss of $19.6 million, partially offset by noncash charges for amortization of deferred contract acquisition costs of $2.1 million, depreciation and amortization of $0.7 million, and stock-based compensation of $2.8 million. Changes in operating assets and liabilities increased cash flows from operations by $5.3 million primarily due to an increase in deferred revenue of $9.3 million from increases in subscriptions, an increase in accrued liabilities of $8.9 million, an increase in other liabilities of $0.2 million, and an increase in accounts payable of $0.7 million, partially offset by an increase in accounts receivable of $6.5 million due to increases in subscriptions, an increase in deferred contract acquisition costs of $6.9 million, and an increase in prepaid expenses and other current assets of $0.4 million.

Net cash used in operating activities of $14.3 million for the year ended December 31, 2020 was primarily due to net loss of $34.0 million, partially offset by noncash charges for amortization of deferred contract acquisition costs of $4.1 million, depreciation and amortization of $0.9 million, and stock-based compensation of $2.5 million. Changes in operating assets and liabilities increased cash flows from operations by $12.0 million primarily due to an increase in deferred revenue of $15.9 million from increases in subscriptions, an increase in accrued liabilities of $8.1 million, and an increase in other liabilities of $4.3 million, partially offset by an increase in accounts receivable of $5.1 million due to increases in subscriptions, an increase in deferred contract acquisition costs of $9.0 million, and an increase in prepaid expenses and other current assets of $2.1 million.

Net cash used in operating activities of $10.1 million for the six months ended June 30, 2020 was primarily due to net loss of $17.1 million, partially offset by noncash charges for amortization of deferred contract acquisition costs of $1.8 million, depreciation and amortization of $0.4 million, and stock-based compensation of $1.2 million. Changes in operating assets and liabilities increased cash flows from operations by $3.6 million primarily due to an increase in deferred revenue of $4.2 million from increases in subscriptions, an increase in accrued liabilities of $4.0 million, a decrease in accounts receivable of $1.0 million due mainly to the timing of billing and collection of subscriptions and an increase in other liabilities of $0.7 million, partially offset by an increase in deferred contract acquisition costs of $3.3 million, and an increase in prepaid expenses and other assets of $2.6 million.

Net cash used in operating activities of $18.8 million for the six months ended June 30, 2021 was primarily due to net loss of $24.2 million, partially offset by noncash charges for amortization of deferred contract acquisition costs of $3.0 million, depreciation and amortization of $0.8 million, and stock-based compensation of $2.1 million. Changes in operating assets and liabilities decreased cash flows from operations by $0.6 million primarily due to an

increase in accounts receivable of $5.8 million due to increases in subscriptions, an increase in deferred contract acquisition costs of $5.4 million, and an increase in prepaid expenses and other assets of $3.3 million, partially offset by an increase in deferred revenue of $11.3 million from increases in subscriptions, an increase in accounts payable and accrued liabilities of $1.9 million, and an increase in other liabilities of $0.6 million.

Investing Activities

Net cash used in investing activities of $1.4 million for the year ended December 31, 2019 was related to purchases of intangible assets of $1.0 million and capital expenditures of $0.5 million to support ongoing operations.

Net cash used in investing activities of $9.8 million for the year ended December 31, 2020 was related to an acquisition for $8.6 million and capital expenditures of $1.0 million to support ongoing operations.

Net cash used in investing activities of $8.8 million for the six months ended June 30, 2020 was related to an acquisition for $8.6 million and capital expenditures of $0.2 million to support ongoing operations.

Net cash used in investing activities of $1.1 million for the six months ended June 30, 2021 was related to an acquisition of intangible assets for $0.2 million and capital expenditures of $1.0 million to support ongoing operations.

Financing Activities

Net cash provided by financing activities of $22.9 million for the year ended December 31, 2019 was primarily related to proceeds from the issuance of Series E convertible preferred stock of $21.9 million, net proceeds of $0.5 million from the drawdown and partial repayment on our revolving line of credit, and proceeds from the exercise of stock options of $1.1 million, partially offset by the repurchase of common stock of $0.5 million.

Net cash provided by financing activities of $99.3 million for the year ended December 31, 2020 was primarily related to proceeds from the issuance of Series F convertible preferred stock of $99.9 million, and the proceeds from the exercise of stock options of $1.9 million, partially offset by the repayment on our revolving line of credit of $2.5 million.

Net cash provided by financing activities of $100.2 million for the six months ended June 30, 2020 was primarily related to proceeds from the issuance of Series F convertible preferred stock of $99.9 million and the proceeds from the exercise of stock options of $0.4 million.

Net cash used in financing activities of $3.5 million for the six months ended June 30, 2021 was primarily related to payment of deferred offering costs of $2.6 million and payment of deferred purchase consideration of $1.8 million, partially offset by the proceeds from the exercise of stock options of $0.8 million.

Debt Obligations

Loan and Security Agreement

In January 2018, we entered into a Loan and Security Agreement (LSA) with Western Alliance Bank (Western Alliance), which was subsequently amended and restated, and provided us the ability to borrow up to $15.0 million with the requirement that we must maintain unrestricted cash at Western Alliance in an amount equal to at least $15 million. Outstanding principal amounts on the revolving line of credit incurred interest on the daily outstanding balance at a per annum rate equal to the greater of 5.50% or prime rate, plus 0.25% (5.75% as of December 31, 2019 and 2020). The credit facility expired on April 12, 2021.

In June 2021, we entered into a Fifth Loan and Security Modification Agreement with Western Alliance, which provides us the ability to borrow up to $5.5 million under a revolving line of credit. The credit facility will mature on June 18, 2024 and will accrue interest at a per annum rate equal to the greater of 3.25% and the prime rate as reported in The Wall Street Journal or such other rate of interest publicly announced from time to time by Western Alliance as its prime rate (3.25% as of June 30, 2021). Pursuant to this agreement, we are required to maintain at all times unrestricted cash with Western Alliance in an amount equal to at least $5.5 million.

As of December 31, 2019, December 31, 2020, and June 30, 2021, we had an outstanding balance of $2.5 million, $0, and $0, respectively, pursuant to the LSA. We were in compliance with the LSA as of, and during the years ended December 31, 2019 and 2020, and as of and during the six months ended June 30, 2021.

Commitments and Contractual Obligations

The following table summarizes our non-cancelable contractual obligations as of December 31, 2020 (in thousands):


			Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating lease obligations	$	23,896	$	5,401	$	10,333	$	8,162	$	—

We lease our facilities under long-term operating leases, which will expire on varying dates through August 2025. The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding. Contractual obligations that we can cancel without a significant penalty are not included in the table above.

Off-Balance Sheet Arrangements

Through June 30, 2021, we did not have any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency and Exchange Risk

We are not currently subject to significant foreign currency exchange risk as our U.S. and international sales are predominantly denominated in U.S. dollars as the functional currency of our foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities are remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets are remeasured based on historical exchange rates. Gains and losses due to foreign currency are the result of either the remeasurement of subsidiary balances or transactions denominated in currencies other than the foreign subsidiaries’ functional currency and are included in other income (expense), net in our statement of operations. Our results of current and future operations are, therefore, subject to fluctuations due to changes in foreign currency exchange rates. The effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have had a material impact on our historical consolidated financial statements for the years ended December 31, 2019 and 2020 and for the six months ended June 30, 2020 and 2021. As the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency becomes more significant.

Interest Rate Risk

We had cash, cash equivalents, and short-term investments of $21.8 million, $97.0 million, and $73.5 million as of December 31, 2019, December 31, 2020, and June 30, 2021, respectively. Cash and cash equivalents primarily consist of cash deposited in money market or holding accounts with financial institutions that have an original maturity of three months or less. Our short-term investments generally consist of money market funds. The cash, cash equivalents, and short-term investments are held for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our historical consolidated financial statements.

We did not have any outstanding debt under our LSA as of June 30, 2021. The revolving line of credit accrues interest on the daily outstanding balance at a per annum rate equal to the greater of 3.25% and the prime rate as reported in The Wall Street Journal or such other rate of interest publicly announced from time to time by Western Alliance as its prime rate (3.25% at June 30, 2021) and will mature on June 18, 2024.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those accounting policies and estimates that are both the most important to the portrayal of our net assets and results of operations and require the most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These estimates are developed based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Critical accounting estimates are accounting estimates where the nature of the estimates are material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and the impact of the estimates on financial condition or operating performance is material.

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

Revenue Recognition

We adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2019. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. Collectively, Topic 606 and Subtopic 340-40 are referred to as the “new standard.” We adopted the new standard utilizing the modified retrospective approach and applied the new standard to contracts that were not completed as of the adoption date, therefore all periods presented reflect the application of the New Standard. We evaluated contracts that were not complete as of January 1, 2019 as if they had been accounted for under Topic 606 from the contract inception. We recognized the cumulative effect of initially applying Topic 606 as an adjustment to retained earnings in the balance sheet as of January 1, 2019. The primary impact from adoption relates to the capitalization and amortization of certain incremental costs of obtaining customer contracts under Subtopic 340-40 of the new standard. Previously, such costs were expensed in the period the related customer contracts were obtained.

We derive our revenues from two sources: (1) subscription fees from customers accessing our platform, and from customers paying for additional support; and (2) professional services and training. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services, net of any taxes collected from customers (e.g., sales and other indirect taxes), which are subsequently remitted to government authorities.

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, we satisfy a performance obligation.

Subscription Revenue

performance obligation. Customers may also purchase incremental capacity to our platform, which is an additional stand-ready performance obligation satisfied and recognized as revenue over the remaining term of the applicable subscription. We view our performance obligation as a series of distinct services as the underlying subscription service is made available to the customer on a continuous basis over the contracted period of time, and that are substantially the same and have the same pattern of transfer to the customer, in accordance with ASC 606-10-25-14(b). We have concluded that each distinct service is satisfied over time in accordance with ASC 606-10-25-27(a), specifically, given that the nature of our promise is not the actual delivery of a specified quantity of service but is rather providing a single service over a period of time. Customers who consume their committed usage will be invoiced for overages on a quarterly basis. We recognize the overage fees as variable consideration.

We typically invoice our customers annually. Payment terms generally require that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue. We apply the practical expedient in Topic 606 paragraph 10-32-18 and does not adjust the promised amount of consideration for the effects of a significant financing component for contracts that are one year or less, and none of our multi-year contracts contain a significant financing component.

Professional Services Revenue

Professional services revenue consists of professional services, such as delivering research studies, training services, and strategy workshops. We recognize revenue from service engagements that occur over a period of time on a proportional performance basis as labor hours are incurred.

Significant Judgments – Contracts with Multiple Performance Obligations

We regularly enter into contracts with customers that include promises to transfer multiple services. For arrangements with multiple services, we evaluate whether the individual services qualify as distinct performance obligations. In our assessment of whether a service is a distinct performance obligation, we determine whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires us to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract.

Contracts that contain multiple performance obligations that are considered distinct require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (SSP). The SSP is the price at which we would sell a promised good or service separately to a customer. In instances where we do not sell a product or service separately, establishing SSP requires significant judgment. We estimate the SSP by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation.

Contract Balances

We receive payments from customers based on a billing schedule as established in our customer contracts. Accounts receivable are recorded when we contractually have the right to consideration.

Contract liabilities consist of deferred revenue and customer deposits. Deferred revenue represents billings under noncancellable contracts that have been invoiced in advance of revenue recognition and the balance is recognized as revenue when transfer of control to customers has occurred or services have been provided. Customer deposits consist of payments received or billings for anticipated revenue generating activities in advance of the start of the contractual term or for the portion of a contract term that is subject to cancellation and refund. Revenue is deferred when we have the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue and customer deposits are recognized during the following 12-month period, provided the customers with cancellable contracts do not invoke their termination rights. As of December 31, 2019, December 31, 2020 and June 30, 2021, our contract liabilities were $45.7 million, $62.8 million and $74.3 million, respectively. The amount of revenue recognized during the years ended December 31, 2019 and 2020 that was

included in contract liabilities at the beginning of each period was $33.0 million and $45.7 million, respectively. The amount of revenue recognized during the six months ended June 30, 2020 and 2021 that was included in contract liabilities at the beginning of each period was $32.8 million and $46.2 million, respectively.

Remaining Performance Obligations

The terms of our subscription agreements are primarily annual and, to a lesser extent, multi-year. Our subscription agreements are generally noncancellable. Revenue allocated to remaining performance obligation represents noncancellable contracted revenue that has not yet been recognized and includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period-end exchange rates. Cancellable contracted revenue, which includes customer deposits, is not considered a remaining performance obligation. Unbilled portions of the remaining performance obligation are subject to future economic risks including bankruptcies, regulatory changes, and other market factors. As of December 31, 2020 and June 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $72.3 million and $87.1 million, respectively. As of December 31, 2020 and June 30, 2021, we expected to recognize the significant majority of our remaining performance obligations as revenue over the subsequent twelve months, and the remainder thereafter.

Costs Capitalized to Obtain Revenue Contracts

Prior to the adoption of Topic 606, costs associated with obtaining customer contracts were recorded as sales and marketing expenses in the period the related customer contract was signed. Subsequent to the adoption of Topic 606, we capitalize sales commissions and associated payroll taxes paid to internal sales personnel that are incremental costs resulting from obtaining a non-cancelable contract with a customer.

Sales commissions paid upon the initial acquisition of a customer contract are amortized on a straight-line basis over an estimated period of benefit of four years, which is typically greater than the contractual terms of the customer contract but reflects the estimated period of benefit. We estimate the period of benefit by taking into consideration the estimated customer life, and the technological life of our platform and related significant features. We have elected the practical expedient to expense renewal commissions in the period of booking if the period of amortization is one year or less, and we recognize renewal commissions over the contract term for renewal contracts greater than one year. Sales commissions on renewal contracts are not considered commensurate with sales commissions on new revenue contracts. Amortization of capitalized contract acquisition costs is included in sales and marketing expense in the consolidated statements of operations. .

We periodically review these costs capitalized to obtain revenue contracts to determine whether events or changes in circumstances have occurred that could impact the recoverability of the asset. There were no impairment losses recorded during the years ended December 31, 2019 and 2020 and during the six months ended June 30, 2020 and 2021.

Business Combination and Valuation of Goodwill and Other Acquired Intangible Assets

Upon acquiring a business, we measure acquired identifiable tangible and intangible assets, liabilities, and contingent liabilities at their fair values at the date of the acquisition. Goodwill is initially measured at the excess of the aggregate of the consideration transferred over the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date.

The estimation of fair value requires significant judgment and the use of assumptions by management, including estimating future cash flows, selecting discount rates, and selecting valuation methodologies. While we believe the assumptions and estimates we have made have been appropriate, they are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with the business combination as of the acquisition date. Upon the conclusion of

the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations.

Stock-Based Compensation

We recognize stock-based compensation related to all equity awards issued under our equity incentive plans, including options and restricted stock units (RSUs) granted to employees, directors, and non-employees using the fair value recognition and measurement provisions, in accordance with applicable accounting standards, which requires compensation expense for the grant-date fair value of stock-based awards to be recognized over the requisite service period. We account for forfeitures when they occur. We estimate the fair values of each stock option awarded on the date of grant using the Black-Scholes-Merton option pricing model utilizing the assumptions noted below. The expected term of the stock options is based on the average period the stock options are expected to remain outstanding, calculated as the midpoint of the vesting term and the contractual expiration period, as we did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected stock price volatility for our stock was determined by examining the historical volatilities of our industry peers as we did not have any trading history of our common stock.

The risk-free interest rate was calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption is zero as we have no history of, nor plans of, dividend payments.

The assumptions used under the Black-Scholes-Merton option pricing model to calculate the estimated fair value of stock options granted to employees are as follows:


	Year Ended December 31,		Six Months Ended June 30,
	2019	2020	2020	2021
Fair value of common stock	$ 1.03 — $ 1.06	$ 1.24 — $ 3.26	$ 1.24	$ 3.88 — $ 4.36
Risk-free interest rate	1.65% — 2.37%	0.41% — 0.52%	0.41% — 0.52%	0.95% — 1.05%
Expected term (years)	4.86 — 6.07	5.09 — 6.07	5.09 — 6.04	5.73 — 6.06
Expected volatility	43.51% — 47.19%	50.43% — 56.40%	50.43% — 52.56%	54.04% — 55.07%
Expected dividend yield	None	None	None	None

Assumptions used in valuing non-employee stock options are generally consistent with those used for employee stock options. The total non-employee stock-based compensation is immaterial.

Subsequent to June 30, 2021, we granted RSUs which will vest based upon the satisfaction of both a service-based condition and a liquidity event-based condition. The service-based vesting condition for these awards is generally satisfied over four years. The liquidity event-based vesting condition is satisfied upon the occurrence of a qualifying event, which is generally defined as an underwritten initial public offering or a change in control transaction. The fair value of these RSUs is measured based on the fair value of our common stock on the grant date and will begin to be recognized as expense when both the required service-based vesting condition and the liquidity event-based vesting condition has been achieved using the accelerated attribution method.

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

Common Stock Valuations

In the absence of a public trading market, the fair value of our common stock was determined by our board of directors, with input from management, taking into account our most recent valuations from a third-party valuation specialist. Our board of directors intended all stock options granted to have an exercise price per share not less than the per share fair value of our common stock on the date of grant. The valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants

Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Each fair value estimate was based on a variety of factors, which included the following:

•contemporaneous valuations performed at periodic intervals by unrelated third-party specialists;

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

•our actual operating and financial performance;

•current business conditions and projections;

•our stage of development;

•the likelihood and timing of achieving a liquidity event for the shares of common stock underlying the stock options, such as an initial public offering, given prevailing market conditions;

•any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted stock options;

•the market performance of comparable publicly traded companies; and

•the U.S. and global capital market conditions.

In valuing our common stock at various dates in 2019, 2020, and 2021, our board of directors determined the equity value of our business, or enterprise value, using either the income approach or a combination of the market and income approaches with input from management. The income approach estimates the fair value of a company based on the present value of the company’s future estimated cash flows and the residual value of the company beyond the forecast period. These future cash flows, including the cash flows beyond the forecast period for the residual value, are discounted to their present values using an appropriate discount rate, to reflect the risks inherent in the company achieving these estimated cash flows. The market approach estimates value based on a comparison of the subject company to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple is determined and then applied to the subject company’s financial results to estimate the value of the subject company.

For valuations prior to September 30, 2020, the resulting equity value was then allocated to each class of stock using the Option Pricing Method (OPM). The OPM treats common stock and convertible preferred stock as call options on an equity value, with exercise prices based on the liquidation preference of our convertible preferred stock. The common stock is modeled as a call option with a claim on the equity value at an exercise price equal to the remaining value immediately after our convertible preferred stock is liquidated. For valuations as of and subsequent to September 30, 2020, we have used a hybrid method utilizing a combination of the OPM and the probability-weighted expected return method (PWERM), which includes a probability-weighted analysis of varying values for our common stock assuming possible future events for our company, including scenarios of a completing an initial public offering, completing an acquisition, and remaining a private company. Prior to September 30, 2020, we believed use of the OPM was appropriate because the range of possible future outcomes was difficult to predict and highly speculative. Under either methodology, after the equity value was determined and allocated to the various classes of shares, a discount for lack of marketability (DLOM), was applied to arrive at the fair value of common stock on a non-marketable basis. A DLOM is applied based on the theory that as an owner of a private company stock, the stockholder has limited information and opportunities to sell this stock. A market participant that would purchase this stock would recognize this risk and thereby require a higher rate of return, which would reduce the overall fair market value.

Our assessments of the fair value of common stock for grant dates were based in part on the current available financial and operational information and the common stock value provided in the most recent valuation as compared to the timing of each grant. For financial reporting purposes, we considered the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. This determination included an evaluation of whether the subsequent

valuation indicated that any significant change in valuation had occurred between the previous valuation and the grant date.

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

Subsequent to June 30, 2021, we determined the fair value of our common stock in relation to stock-based compensation awards by a linear interpolation between a June 2021 third-party valuation and the midpoint of the preliminary pricing range of our initial public offering estimated by our board of directors in October 2021.

Upon the closing of this offering, our common stock will be publicly traded and our board of directors will determine the fair value of each share of common stock based on the closing price of our common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in our assumptions or market conditions.

Based upon the assumed initial public offering price of $ per share, the midpoint of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of stock options outstanding as of was $ , of which $ related to vested stock options and $ related to unvested stock options. In addition, we granted options to purchase 969,800 shares of our common stock and RSUs settleable for 2,156,000 shares of our common stock subsequent to June 30, 2021.

JOBS Act Accounting Election

We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We intend to avail ourselves of this exemption from new or revised accounting standards. Accordingly, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period.

Recent Accounting Pronouncements

See Note 1, Summary of Business and Significant Accounting Policies, to our consolidated financial statements included elsewhere in this prospectus for more information.

BUSINESS

Overview

Our mission is to empower every organization with the breakthrough perspectives they need to deliver truly exceptional customer experiences using human insight.

We have pioneered a video-first, enterprise-grade SaaS platform that enables organizations to see and hear the experiences of real people as they engage with products, designs, apps, processes, concepts, or brands. Our platform captures authentic, credible, and highly contextualized customer perspectives from targeted audiences who have opted in to share their thoughts, whether for digital, real-world, or omnichannel experiences. Using machine learning, our platform analyzes these perspectives and surfaces key moments of insight rapidly and at scale. This helps organizations to free up time and resources and make better customer experience decisions faster using the power of video to drive alignment and action.

Organizations derive value from our platform in many ways, across a variety of use cases and functional teams. Digital teams use our platform to improve their customers’ browsing and purchasing experience across channels. Product teams use our platform to vet new market opportunities and understand product-market-fit and customer needs, throughout the entire product creation process from concept to post-launch. Marketing teams leverage our platform to get reactions and diverse perspectives on their brand messaging, marketing campaigns, landing pages, product naming, and pricing to ensure that they resonate. Research and design teams run studies on our platform to understand changing customer behavior, test new designs and prototypes, and find usability concerns. And customer experience teams use our platform to better understand the full customer journey and customer expectations while

interacting with different parts of the business. Beyond these use cases, many teams use our platform to benchmark their customer experiences against their competitors.

Our go-to-market model is based on a direct sales force that is optimized for the size and geography of a customer’s organization. We have also started investing in creating channel partnerships and relationships with resellers, distributors, and strategic partners to broaden our reach. Our platform provides significant value to our customers and our market leadership has been recognized by G2 – a leading software review organization – as the #1 player across the user research, software testing, and consumer video feedback categories. As of June 30, 2021, we had more than 2,000 customers, making up more than half of the world’s top 100 most valuable brands according to Forbes, and 249 customers with at least $100,000 of ARR. We also had nine customers with at least $1 million of ARR as of June 30, 2021. We are focused on using a land-and-expand strategy to continue to grow our existing customer base, evidenced by our 117% net dollar-based retention rate as of June 30, 2021.

Industry Background

The World is Changing; Customer Behavior is Changing; Companies Will Differentiate Through Customer Experiences

Organizations of all sizes, in every industry, and around the world, are either going through a digital transformation or are born digital. The challenges of building a business 20 years ago are not the same as today. Easy, powerful, and affordable technology has made it possible for anyone in the world to quickly create products and services and expand into new categories and geographies. Cloud computing, online storefronts, payment and shipping services, and customer support can now all be turned on with a click of a button. With the availability of so many off-the-shelf capabilities today, businesses are facing more competition and need to differentiate beyond features and functions.

Digital solutions and digitally transformed businesses are dramatically changing customer behavior. Today’s customers expect great experiences with the products, services, and brands that they engage with. And their expectations continue to rise as they compare experiences not just within the same category, but across all of the products, services, and brands that they consume and interact with. For example, when consumers purchase clothing online, they compare the ordering and store pick-up experience with the intuitive mobile ordering and fast store

pick-up experience offered by their favorite coffee brand’s mobile app. Now more than ever, organizations face a competitive landscape that spans beyond the industry and geographical limitations that offline businesses faced.

Organizations Must Innovate Quickly in Order to Meet Heightened Customer Expectations

Continuous iteration as a way to drive innovation has become the norm across many teams in organizations, ranging from research and development and information technology teams to marketing and operations teams. New, agile business models require organizations to make more decisions, faster, and with limited time to get access to diverse customer perspectives. Advertising has gone from reaching a broadly defined set of customers using long running campaigns through TV, radio, and billboards, to reaching increasingly narrow and specialized audiences with additional content created on a daily basis for hundreds of digital channels, such as social networks, search engines, mobile apps, websites, and more. Product development has shifted from top-down, carefully planned release cycles every year or two to continuous releases on a daily or weekly basis. In this digitally transformed, fast-moving environment, organizations that can quickly gather authentic, credible, and highly contextualized customer perspectives and act on them will have a distinct competitive advantage and can better meet rapidly increasing customer expectations. In turn, they will drive superior revenue growth, customer loyalty, and market share expansion.

Organizations are Spending Billions to Understand Their Customers Through Data, But Still Fall Short of Customer Expectations

At least three multi-billion dollar industries have evolved over the past 20 years to help organizations rapidly collect data at scale to answer questions about customer experiences and expectations. Customer relationship management applications is estimated by IDC to be a $74.3 billion industry in 2021. We define customer relationship management applications as those which manage an enterprise’s relationship with their customers by compiling customer data and their activities between the customer and the enterprise. Product analytics solutions and mobile apps and web analytics solutions are estimated by MarketsandMarkets to be $9.6 billion and $8.0 billion, respectively, or a combined $17.6 billion industry in 2021. We define product analytics solutions and mobile apps and web analytics solutions to be those which collect large volumes of usage and click data suitable for developing an aggregate view of customer actions in a digital product or web property, such as trends about page views, clicks, and time spent on a website or app, in order to understand overall patterns and anomalies in customer behavior. Customer experience management solutions is estimated to be a $11.9 billion market in 2021 by Mordor Intelligence. We define customer experience management solutions to be those which provide application solutions for customer experience data collection and analysis.

Despite all these investments, there is still a significant gap between an organization’s perception of its customer-centricity and its customers’ perceptions of their experiences. According to Gartner, “90% of customer-facing employees said they understood the needs of customers, compared with only 72% of non-customer-facing employees.” These high levels of confidence suggest that employees would be able to cater to the expectations of customers. Yet, according to PwC, there’s a mismatch between customer expectations and how employees deliver: only 38% of U.S. consumers say the employees they interact with understand their needs; 46% of consumers outside the U.S. say the same. Overall, the study shows that 59% of all consumers feel companies have lost touch with the human element of customer experience. We believe that this divide, or “empathy gap,” has a direct impact on the end customer, leading to customer dissatisfaction and disconnects between customer needs and the experiences organizations deliver. Truly understanding customer needs and expectations helps organizations connect with their customers at an emotional level. According to Gallup, organizations that optimize emotional connections outperform rivals by more than 25% in terms of gross margin and 85% in terms of sales growth. According to Harvard Business Review, on a lifetime value basis, emotionally connected customers are more than twice as valuable as highly satisfied customers. These emotionally connected customers buy more products and services, visit more often, exhibit less price sensitivity, pay more attention to communications, follow advice, and recommend the organizations more. This highlights how critical a priority it is for organizations to reduce the empathy gap in order to deliver better experiences.

Organizations that Rely Only on Data are Missing Critical Customer Perspectives and Signals

Why do empathy gaps persist? We believe they persist because the individuals that design, build, and manage experiences rely overwhelmingly on data and charts as a proxy for what their customer is actually saying, thinking, and doing. These traditional, data-centric approaches collect indirect, historical data points about customers to inform decision-making, drive workflows, and trigger actions. Producing large volumes of data and aggregating a variety of customer interactions into impersonal graphs, charts, and trend lines often lead to more questions than answers. Conclusions based on data alone can also be inaccurate, biased, and incomplete, failing to adequately capture the full experience that the customer is going through.

Human Insight – Understanding Through Perspectives and Human Signals – is Necessary to Deliver Best-in-Class Experience and Drive Growth, Loyalty, and Market Share

In this Digital Age, Sharing of Perspectives Through Video and Online Channels has Become Second Nature

Mass adoption of internet-enabled digital and mobile technologies has opened up our world. Smartphones and other devices have connected billions of people who increasingly find it second nature to record and share their experiences with one another. Consumers want to be heard and desire a more personal relationship with brands – sharing their ratings and reviews online through retail and review sites and posting their reactions and perspectives on video through TikTok, Facebook, and YouTube. Video has exploded in popularity because it is compelling, entertaining, a better format for learning, and a more persuasive format for sharing. The current age of video-first content has enabled us to strengthen our personal relationships without having to physically be together. Video technology allows us to continue listening, watching, and observing each other, even when physical distances separate us, leading to better understanding of people. In the same way, it is essential for organizations to listen to,

watch, and observe their customers to understand their experiences. According to an October 2021 Harvard Business Review Analytic Services study commissioned by us, 86% of business respondents agree that they need to share customer experience insights more widely throughout their organizations. Customer experience solutions must tap into the power of video to capture and share customer perspectives and all the human signals necessary to provide the insight that organizations need, at scale.

Limitations of Other Approaches to Improving Customer Experience

Other approaches to understanding customer experience are not adequate to help organizations meet the expectations of their customers.

•Outsourced Agency Focus Groups and In-House Labs are Slow, Expensive, and Not Scalable. Organizations often utilize third-party agencies and manual “do it yourself” processes to run focus groups, conduct in-store intercepts, and test in usability labs. These approaches enable organizations to engage with, listen to, and observe their customers directly. However, they can take weeks or even months to complete, cost tens of thousands of dollars per study, and are limited in scope. They are reserved for a select few critical projects and cannot scale with today’s organizational needs. As the velocity of change increases, and product development and business models become more agile, these traditional methods cannot keep pace with today’s business environment.

•Behavioral Analytics Tools are Limited in Scope. Behavioral analytics tools collect large volumes of usage and click data suitable for developing an aggregate view of customer actions in a digital product or web property, such as trends about page views, clicks, and time spent on a website or app. Though they help teams understand overall patterns and anomalies in customer behavior, they are limited to charting the behavior being tracked within a digital asset. They cannot be used for non-digital workflows, for understanding perspectives on static images and messaging, or for understanding how customers engage with third-party products. Furthermore, because these solutions are limited to data collection, they miss the context and meaning needed to effectively guide teams to create better customer experiences.

•Surveys Do Not Bring to Life the Human Context of Customer Experience. Customer surveys aggregate data about customer sentiment and suffer from some of the same challenges as behavioral analytics tools in that they tend to turn customers into data and charts. Additionally, the quality of the data sets collected depends on the accuracy and completeness of their inputs. Survey fatigue is rising, with low response rates and biased answers becoming more pervasive. Furthermore, the lack of visibility into who is providing the, frequently anonymous, feedback makes it harder to know whether companies are hearing from their desired target audiences. As a result, decision-makers have limited context and meaning, which lowers their confidence to take decisive action for customer experiences. Most critically, surveys alone do not address the empathy gap – they do not enable teams to further explore to get the full range of context, meaning, and human signals needed to truly understand what customers are experiencing.

Organizations Need an Authentic, Credible, and Scalable Human Insight Platform

Delivering the kind of exceptional and differentiated customer experience that stimulates revenue growth, drives customer loyalty, and expands market share requires organizations to make decisions with human insight – and understand experiences from diverse customer perspectives. In order to achieve this in a rapidly changing, digital environment, organizations need a solution that can deliver the following capabilities:

•Capture authentic, credible, and highly contextualized video-first customer perspectives;

•Deliver customer perspectives at rapid speed and scale to support the quick iterative process of today’s organizations;

•Target and find the most relevant audience to provide their perspectives;

•Analyze and surface key moments of insight in an easy-to-understand and actionable form;

•Free up time and resources for organizations;

•Democratize access to customer perspectives – making it easy for anyone to make decisions based on human insight; and

•Provide an enterprise-grade solution with integrations into business operations and workflows.

The UserTesting Human Insight Platform

UserTesting is transforming how today’s organizations understand what it is actually like to be a customer and build exceptional experiences for their customers.

Overview

We have pioneered a video-first, enterprise-grade SaaS platform that enables organizations to see and hear the experiences of real people as they engage with products, designs, apps, processes, concepts, or brands. Our on-demand SaaS platform provides a unique and differentiated way to capture video-based customer perspectives and human signals with targeted audiences, whether for digital, real-world, or omnichannel experiences.

Our platform is powered by technology that enables organizations to capture authentic, credible, and highly contextualized video-based customer perspectives that we call Customer Experience Narratives (CxNs). CxNs are digitally recorded video narratives from targeted, opt-in audiences from our unique UserTesting Contributor Network or an organization’s own network. These video-based recordings capture the perspectives of these audiences in narrative form. Our technology enables our contributors or customers of an organization to record their screen or actions on camera as they consider and engage with products, designs, processes, concepts, or brands. As a result, we capture a broad array of human signals needed to truly understand a human experience, including: intonation and tone of voice, facial expressions, body language, visuals, and actions (both digital and real world), all overlaid with a person’s thoughts spoken out loud as they go through an experience. Through human insight, organizations can more deeply understand what it is like to be their customers, across a full customer journey or in any part of it, such as navigating a section of a website, or even as a customer interacts with a real-world product.

This first-person view of customer experiences through video-based narratives helps bring those designing, creating, and delivering experiences closer to their customers. The platform and our video-based narratives serve as a more powerful catalyst than any data set, aligning teams and motivating people to act. The core to delivering CxNs is our software technology that combines four streams of data – screen or real world recordings through video, voice through audio, facial expressions through video, and digital interactions through clickstream data for digital properties – combined with audience profile, question, and task data. This rich and immersive format enables organizations to see the experiences that they have designed, created, and delivered through their customers’ eyes.

Our platform enables organizations to quickly define and find their target audience on the platform – whether in our UserTesting Contributor Network, using their existing networks or database of contacts, or in any network they can reach with a hyperlink. The UserTesting Contributor Network is a global and diverse group of individuals who have qualified and opted-in to use our platform to provide their perspectives on different experiences. We have steadily built up our industry-leading, purpose-built network of contributors over the past 14 years, largely through organic growth. Our selectivity of contributors has allowed us to maintain a high-quality network of contributors who can provide the type of perspectives that our customers need. We generally compensate contributors on a per-test basis, with a fixed payment per CxN. In addition, we offer live interviews and pay participating contributors a fixed amount depending on the length of the interview. Organizations can use our platform to target any combination of audience characteristics, ranging from gender and age to what kind of car they drive or whether they live close to a particular business of interest. This ability to combine any series of questions and criteria helps narrow in on the desired audience for any given experience test.

The platform also offers powerful analytics and visualizations that are purpose-built on a machine learning platform for quickly getting to key moments of insight. The platform helps individuals, teams, and entire organizations create exceptional experiences based on human insight – driving alignment and action through a persuasive video-first format.

How Our Platform Works

Target Diverse Customer Perspectives

•It all starts with a question that an organization may have about an idea or experience. For example, an organization may want to understand first impressions of users of its new mobile app.

•Our platform makes it easy to understand how people respond to the idea or experience in four steps:

◦First, the organization selects the experience to be tested, either by uploading a digital file, linking to an app or web page, or providing instructions to take a real-world action;

◦Second, the organization sets up the questions to be asked and the tasks to be performed using our robust drag-and-drop test plan builder or using one of over 100+ pre-built templates;

◦Third, the organization selects whether to leverage the UserTesting Contributor Network to access the right audience, use a community or network of contacts from the organization’s database, or reach anyone using a hyperlink generated from our platform; and

◦Finally, if the organization uses the UserTesting Contributor Network, the platform can be used to define a target audience, using predefined and custom filters.

•As soon as an experience test is launched, the platform automatically finds several audience matches from the UserTesting Contributor Network, based on the defined criteria and begins to identify and fill the number of open spots in the test.

Generate CxNs

•Matched contributors log into our platform from their computer, tablet, or smartphone to complete the experience test, answer questions, and perform tasks, while they narrate their thoughts out loud.

◦Each experience is fully recorded and the platform generates a series of experience narratives representing the diverse perspectives of each contributor in a rich and immersive format. Through these video-based recordings, an organization can see screen activity, hear tone of voice while contributors speak their thoughts out loud, watch facial expressions, or have contributors turn on their camera to show what’s going on in the real world around them.

◦CxNs are delivered typically in less than a day and often within a few hours, enabling organizations to integrate human insight into their everyday operations.

•Each customer utilizes experience test results according to its own industry-, team- and issue-specific needs. Most of our customers collect a small number of CxNs, often less than ten, to understand an experience, but some customers may collect many more.

Discover & Share Human Insight

•From the application, organizations watch experience narratives using our embedded video player to find insights and immerse themselves within their customers’ world.

•While exploring these CxNs, individual users can quickly surface insights by reading through automatically generated transcripts, adding their own comments, tagging interesting sections of video, and creating clips, highlight reels, and insight summaries. The platform also automatically suggests tags using sentiment and intent analysis.

•Visualizations of CxN data and smart tags help individual users find the best videos to watch first and fast forward to the right spot in the video to drill into.

•Individual users from organizations can capture and share key moments and learnings in email or through various channels to help create a shared understanding across their organization.

Use Cases

Organizations use the UserTesting Human Insight Platform across many teams, such as digital, product, marketing, research and design, and customer experience teams.

•Digital Teams use the platform to improve the browsing and purchasing experience through e-commerce channels.

•Product Teams will often vet new market opportunities and understand product-market-fit and customer needs, throughout the entire product creation process from concept to post-launch.

•Marketing Teams leverage the platform to get reactions and diverse perspectives on their brand messaging, marketing campaigns, landing pages, product naming, and pricing to ensure that they resonate.

•Research and Design Teams will frequently run studies to understand changing customer behavior, test new designs and prototypes, and find usability concerns, moments of delight and frustration.

•Customer Experience Teams often use the platform to better understand the full customer journey and customer expectations while interacting with different parts of the business. For example, organizations will review the full omnichannel shopping experience, including buy online, pick up in store, and curbside fulfillment.

Many organizations also use our platform to gain critical competitive intelligence by watching different target audiences compare their offerings against those of their competitors. Below is an overview of current common use cases across teams:

As we see more teams and use cases emerge within an organization, we have observed our platform expand into customers’ HR, Customer Support, IT, Training, and Operations teams, although, to date, we have not derived material revenue from these emerging use cases. Such emerging use cases include the following:

Key Benefits of Our Platform

Capturing Authentic, Credible, and Highly Contextualized Video-first Customer Perspectives

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organizations receive authentic, credible, and highly contextualized perspectives and insights from their customers that provide the depth and context necessary to improve customer experience and differentiate their position from competitors.

Delivering Customer Perspectives at Rapid Speed and at Scale to Support the Quick Iterative Process of Today’s Organizations

Our platform enables organizations to collect diverse customer perspectives at the speed and scale necessary to keep pace with the iterative and rapid workflows of today’s business environment. Our software technology allows organizations to create and distribute experience tests to their desired audiences and get results typically in less than a day and often within a few hours. A product manager can launch an experience test in the morning, receive results, share insights, and make key decisions about the product before the end of the workday, enabling teams to integrate human insight into their everyday operations. Our platform has been built for scale. In 2020, we recorded 1.4 million CxNs and processed over 20 million minutes of video, highlighting how organizations can use our platform to learn from customers and get human insight on a regular, and often daily, basis.

Target and Find the Most Relevant Audience to Provide their Perspectives

Organizations can quickly define and find their target audience on the platform – whether utilizing the UserTesting Contributor Network, using their existing networks or database of contacts, or in any network they can reach with a hyperlink. Our platform enables finding a specific target audience using any combination of demographic and other custom filters, device type preferences, language requirements, and flexible screening questions. We also have a selective process for adding new contributors to our diverse and high-quality UserTesting Contributor Network. The selection process includes a practice test used to identify applicants that follow tasks and instructions well, meet audio quality criteria, and can narrate their thoughts out loud. Unlike other customer experience tools, where the customer may not be aware they are being tracked, contributors on our platform must first opt-in. Our approach gives organizations better certainty that they can quickly find their desired audience who will share high-quality and unique perspectives, and who want to participate and help shape better experiences.

Analyzing and Surfacing Key Moments of Insight in an Easy to Understand and Actionable Form

Our platform makes it easy for organizations to surface human insight from authentic, credible, and highly contextualized customer perspectives and share these insights across an organization to build a shared understanding of the customer experience and inspire action to rapidly innovate and build truly exceptional experiences. Our platform uses analytics and machine learning to detect customer intent and sentiment to quickly pinpoint moments that matter within these video-based recordings. At the same time, we deliver those moments of insight in a powerful and quickly consumable video clip format that better conveys the full set of important human signals that build a deeper understanding of the customer experience, driving stronger alignment and urgency to act.

Freeing Up Time and Resources for Organizations

Our platform saves our customers significant time that would have been spent in more manual processes such as test creation, recruiting participants, scheduling customer interviews, managing participant data, and reviewing interview videos to pinpoint the important moments of insight. Traditional outsourced focus groups or in-house labs usually take weeks or months to run a customer experience study, but our platform can deliver results and insights typically in less than a day and often within a few hours. A recent Forrester study, commissioned by UserTesting based on a composite of five UserTesting customers, found that our platform can save marketing teams, as an example, approximately 50% of their time previously spent testing marketing materials. We also deliver significant cost savings; Forrester estimated that our platform can save approximately 70% of the costs of traditional lab research, which enables organizations to continue investing in improving customer experiences. As organizations become more agile and need to make a greater number of decisions to deliver their services, our platform also saves them money by lowering the incremental costs to learn directly from diverse customer perspectives.

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Democratizing Access to Customer Perspectives – Making It Easy for Anyone to Make Decisions Based on Human Insight

Our platform is easy to use, making it accessible to a broad range of business users beyond traditional market researchers, user experience researchers, and other experts. Customer experience is a matter of organization-wide strategic importance, and our pre-built templates based on research best practices, test-builder tools, and high-quality UserTesting Contributor Network, make it easy for anyone in an organization to reach their target audience and get a deeper understanding of their customers. Instead of relying on data or guessing, everyone should be able to get access to diverse customer perspectives so that they can make better customer experience decisions. After capturing these CxNs, our platform’s human insight management capabilities help distill and surface key moments of insight in readily consumable short clips that are easy for anyone to use and act upon.

Providing an Enterprise-Grade Platform with Integrations into Business Operations and Workflows

Our platform has been architected to support the needs of today’s enterprises, and includes state-of-the-art encryption and identity management capabilities to ensure the security and privacy of customer data. While our platform remains accessible to a broad set of users, we also offer extended features, such as approval flows, workspaces, and advanced targeting, for customer experience experts who need more comprehensive capabilities. Finally, we are continually growing our ecosystem, with integrations into common business applications, such as Adobe XD, Qualtrics, Slack, Jira, and Trello, and we are building out open APIs that promote seamless collaboration and sharing of insights.

Competitive Strengths

Market Leader in Video-first Customer Experience Solutions

We are a leading, at-scale provider of a video-first customer experience platform. Our strong enterprise base of over 2,000 customers as of June 30, 2021 includes more than half of the world’s top 100 most valuable brands according to Forbes, who use our platform to gain a first-person understanding of diverse customer perspectives so that they can make decisions based on real human insight. Our market leadership has been recognized by G2 – a leading software review organization – which has ranked us #1 across the user research, software testing, and consumer video feedback categories. The ability of our platform to deliver access to high-quality and specific audiences is, in our belief, a significant competitive advantage over other competitors. We complement existing behavioral analytics and customer experience management solutions, providing a deeper understanding of the customer that helps better contextualize and provide meaning to the data-heavy outputs of those other tools. Additionally, as a pioneer in the broader video-first customer experience industry, we offer leading customer support and have cultivated a vibrant UserTesting CommUnity and UserTesting University, each of which drive increased usage and add to the value customers receive from our platform.

Differentiated Approach to Capturing Video-first CxNs Integrating Multiple Streams of Data

Powerful Network Effects

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regularly have more than 200,000 monthly visitors to our website’s application page for the UserTesting Contributor Network. The quality of our UserTesting Contributor Network and the speed with which our platform delivers results keep teams on our platform engaged and attracts new teams to the platform, fueling customer growth and adoption. In turn, as more teams use our platform to run more tests, we are able to better engage our existing contributors and attract new contributors to sign up and join the network. This growth helps the platform generate more data to leverage for machine learning, which helps customers get to insights quicker, fueling continuous growth and adoption. The combination of our platform, the integrated UserTesting Contributor Network, a selective qualification process, and the volume of CxNs and data created on a daily basis creates a flywheel effect that is highly scalable – giving us a distinct opportunity to grow our business.

Innovative Approach and Ease of Use

We have observed that the first time customers interact with our platform and watch an experience narrative, they intuitively understand its value over traditional methods for improving customer experience, which strengthens our brand and position as an innovative category leader. Our customers often tell us that they were not aware that such a quick and easy way existed to connect with their target audience, see experiences through their customer’s eyes, and get such rich and diverse perspectives. Our platform is designed to be accessible and easy to use by a broad range of people. We have automated many of the traditionally manual processes that organizations use to bring those designing, creating, and delivering experiences closer to their customers. Additionally, we have created features to speed up time to insight and value for our customers.

Vast Amount of Feature-rich Experience Narratives Ripe for Machine Learning Applications

Our Market Opportunity

As organizations of all sizes across a wide range of geographies and industries continue to invest in and differentiate based on great customer experiences, we see significant market opportunity for our products. Our platform provides the human insight benefits of traditional Market Research combined with the speed and analytics of modern Customer Intelligence technology. IBISWorld estimates the Market Research industry, defined as companies that gather, record, tabulate, and present marketing and public opinion data, will reach $28 billion in total spend by 2024. Additionally, IDC estimates Customer Intelligence and Analytics, defined as applications that utilize advanced analytics and artificial intelligence (AI) to analyze and improve customer insights, interactions, and journeys, will reach $19 billion in total revenue by 2024. Together, this combined market opportunity represents approximately $47 billion.

Based on our internal data and analysis, we estimate the annual potential for our platform to be $41 billion. We calculate this estimate based on the total number of global companies using independent industry data from S&P Capital IQ (as of April 2021). We segment these companies into three cohorts based on the number of employees they have: companies that have 50-250 employees, companies that have 251-1,500 employees, and companies that have more than 1,500 employees. We then segment our customer base into cohorts based on the same methodology

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and calculate the average spend of each of the three cohorts. Finally, we multiply the number of companies in each cohort globally by the average spend for our products in the same cohort to arrive at our total market opportunity. We expect our estimated market opportunity will continue to expand as customers increase usage of our platform across their organizations.

We compete in large, well-defined markets within Customer Experience spending. We believe our platform offers compelling competitive differentiation with its transparent pricing, ease of use, speed of delivery, depth of customer insights, and tangible ROI. This competitive differentiation positions us to replace incumbent solutions as well as address new greenfield opportunities as our customers find value in using our Human Insight Platform.

Our Growth Strategies

Acquiring New Customers

We believe that understanding and improving customer experiences through human insight represents a broad and underpenetrated market opportunity. Our platform benefits from the increased strategic importance of customer experience in the accelerated digital transformation environment. We will continue to invest aggressively in sales and marketing to continue to acquire new customers, and our go-to-market model is built in a scalable way to support new customer growth of all sizes.

Expanding Within Existing Customers Across Core and New Functional Teams

As of June 30, 2021, we had more than 2,000 customers. We are focused on driving value, additional adoption, and growth within these customers using our land-and-expand model. We are seeing growing adoption by digital, product, marketing, research and design, and customer experience teams. We continue to focus on upselling our subscription plans to higher tiers for existing customers as their programs and needs become more sophisticated. Additionally, our platform’s use cases are continuing to expand, as customers continue to see value from human insight, which drives adoption across multiple teams. Our easy-to-use, pre-built templates are democratizing access to diverse customer perspectives and have broadened the range of teams with various levels of expertise that can benefit from our platform. Additionally, we believe our recently introduced flex-based subscription pricing option will simplify pricing for expansion and deliver a more cost-effective way for new users within an organization to use our platform, creating a significant opportunity for customer expansion.

Continuing to Grow Internationally

Innovating and Expanding Our Platform

When we first launched in 2007, we offered self-service purchases directly through our website. The original focus on product-led growth helped drive brand awareness and product adoption, becoming a large source of pipeline as we expanded into enterprise selling. We believe there is a large opportunity to expand down market, offering lightweight, e-commerce friendly packages for individuals and small businesses. As we innovate and enhance our platform with product investments, we can appeal to an even broader set of users. Adding support for local languages and machine learning applications that further automate test creation, audience targeting, and insight discovery will help unlock this growth vector.

Deepening Our Network of Channel Partnerships

We are in the early phases of building out our UserTesting partners and reseller program. Our focus areas include working with agencies, systems integrators, and resellers. Agencies use our platform to run customer experience tests on behalf of their customers. Systems integrators integrate use of our platform with other software

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offerings. Resellers help broaden awareness of our platform and scale our go to market motion. All of these channels will enable us to achieve go-to-market leverage as we scale, supporting our continued growth.

Our Platform and Capabilities

The UserTesting Human Insight Platform offers organizations a unique and differentiated way to get access to a vivid first-person understanding of a customer’s experience and perspectives. The platform helps to systematically bring experience creators and decision makers closer to their customers as they build new products, services, apps, and brands that are changing the world.

The platform delivers these perspectives and experiences of real people through our video-first Customer Experience Narratives and helps to quickly surface key moments of human insight. Key components of the platform include:

•CxN Core;

•CxN Audience Management;

•Human Insight Management;

•Data and Machine Learning;

•Privacy, Security and Compliance; and

•APIs and Integrations.

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CxN Core

The foundation of the platform is our CxN Core. The core is powered by three engines that help organizations create authentic, credible, and highly contextualized video-based customer perspectives from targeted opt-in audiences, called Customer Experience Narratives or CxNs:

Capture and Live Streaming Engine

This engine captures several human signals digitally using four rich data streams: screen or real world recordings through video, voice through audio, facial expressions through video, and digital interactions through clickstream data for digital properties. This technology can be used to capture any experience on a screen or any real-world interaction using the camera on a device. The live streaming engine can be used from a web browser, and we offer a suite of recording software that can be downloaded on web, mobile, desktop, or tablet devices.

Test Plan Engine

This module includes tools organizations use to create test plans – targeted questions they want to ask and tasks they want a person to do within an experience. Test plans are built by users from scratch using a robust drag-and-drop test plan builder or can be selected from the template gallery that includes over 100+ pre-built templates which can be customized.

Example templates include the following:

Distribution Engine

An important part of generating a CxN is the ability to reach the desired audiences and access diverse perspectives quickly. The distribution engine is powered by a set of algorithms that leverage machine learning to better find and match the right people within the UserTesting Contributor Network across five dimensions – chosen screening questions, demographics, device type, language, and custom filters. Teams can create and save their audience targeting criteria to be reused or used by other team members.

CxN Audience Management

CxN Audience Management helps organizations quickly define and find their target audience on the platform – whether in the UserTesting Contributor Network, a customer’s existing network or database of contacts (such as loyalty program members or frequent users), or in any network they can reach with a hyperlink.

Organizations that want to tap into their own network of contacts can use our platform to generate a direct link to an experience test, or they can import their contacts into a custom network on the platform and manage further segmentation, targeting, and incentive payments. Frequently, organizations using our platform want to leverage the UserTesting Contributor Network to get access to the right audience, find their own customers who are already

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contributors on the network, or tap into the perspectives of new audiences that they don’t currently have access to (which is helpful when finding product-market fit or entering new markets). Contributors on the platform deliberately opt-in and are motivated to provide high-quality, actionable feedback. We also have a selective process for adding new contributors to our diverse and high-quality UserTesting Contributor Network. The selection process includes a practice test used to identify applicants that follow tasks and instructions well, meet audio quality criteria, and can narrate their thoughts out loud. Our platform handles quality management and support for these contributors and returns CxNs typically in less than a day and often within a few hours. Our experience and expertise in combining technology with our integrated UserTesting Contributor Network and audience management capabilities give us the ability to offer human insight at scale.

Audiences and Profiles

CxN Audience Management manages audiences and their profiles across the UserTesting Contributor Network or in a customer’s existing network or database of contacts – collecting and maintaining audience demographic data and managing privacy, data security, and opt-in and opt-out status.

Engagement and Rewards

CxN Audience Management also handles engagement and incentives for individuals participating within the UserTesting Contributor Network or in a customer’s existing network or database of contacts. The platform manages notifications, incentive payments, and technical and operational support.

Human Insight Management

While finding and capturing diverse and highly relevant customer perspectives are important, being able to quickly surface key moments of insight are critical for building exceptional experiences. There are four main components of Human Insight Management that help organizations analyze CxNs generated through the platform,

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surface insights quickly, collaborate with teams, and share insights across an organization to inspire action and drive urgency.

Analytics and Visualizations

From our platform, a customer can open our video player and begin watching real people narrate their thoughts out loud while engaging with their products, designs, apps, processes, concepts, or brands – enabling organizations to see the experiences they deliver through the eyes of their customers. Our embedded video player includes features to speed up or slow down the video, toggle between the contributor’s face and screen recordings, and scroll through audio transcriptions. The platform also offers deep analysis capabilities, including metrics, transcripts, and reports.

Powerful visualizations help organizations quickly and intuitively analyze several CxNs and get to key moments of insight faster. A single interactive graph helps organizations understand how multiple people behave through an experience, what they have in common, and what differentiates them. With this graph, organizations can also layer in click maps and smart tags that identify intent and sentiment – giving them additional signals to quickly pinpoint moments that matter.

Depending upon the type of questions or tasks included in a test, our platform presents different types of analytics to customers. For example, for open-ended verbal prompts, our platform analyzes responses and presents results in a keyword visual. For multiple choice questions, it presents a bar chart summary of the responses tagged with associated clips that customers can select to watch related video responses. When reacting to a digital asset like a website, our platform records and identifies where our contributors clicked and scrolled, links customers directly to the point in the video where each interaction occurred, and provides a verbal response of the contributor associated with that interaction.

As an additional example, an experience test may ask several contributors to try and return a product on the website. Our visualization tools help viewers in an organization quickly identify how many contributors successfully find the ‘returns and refunds’ section of the site, which ones struggle, and which ones take the longest and shortest paths to get there. If the viewer is trying to quickly understand potential problem areas, they can use these powerful visualizations to browse through several videos in a matter of seconds and go directly to the points in the video where the contributors appear to get lost – speeding time to insight and action.

Intelligent Insights

Our platform helps organizations surface key moments within a CxN with tools such as comments, tags, insight summaries, and clip and highlight reel creation. We’ve also made this process more intelligent by using proprietary advanced machine learning algorithms that automatically detect intent and sentiment within an experience narrative – revealing these insights through automatically created highlight reels and smart tags.

Collaboration and Workspaces

Our platform offers several collaboration services to help larger and more distributed teams work together to capture experience narratives and discover and share insights. Teams can organize results in folders, invite others to workspaces, and manage workload and reviews with approval flows. Permissions and approval flows control who can create and launch experience tests, who must use pre-created templates, and which users need their work to be reviewed and approved first.

Sharing

From within the platform, users can share insights with colleagues and stakeholders to inform critical business decisions. Our video-based CxNs are a persuasive format to drive action and change. They can be shared either directly to an email address or through pre-built integrations with other collaboration solutions such as Slack, Jira, and Trello.

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Data and Machine Learning

The foundation of our platform is built using a powerful data and machine learning layer. The platform stores all our audience data, test plan data, application data, and an extensive CxN dataset which includes 1.4 million CxNs run through the platform during 2020 alone. This data set is continually enriched and the many features across the platform built on top of these machine learning models, such as the intelligent insights, are continuously validated and corrected. These self-training models build continuous learning directly into the platform, making the platform itself more intelligent and better over time.

Privacy, Security, and Compliance

Organizations of all sizes are using the UserTesting Human Insight Platform to capture and analyze diverse customer perspectives and bring human insight into their decision making processes. To better support the complexities of larger organizations, we offer capabilities to help the platform better scale across thousands of users, become embedded within their business processes, and help them comply with applicable security, privacy, and compliance requirements. We take compliance with all applicable security and privacy requirements seriously and view it as a business advantage. We are currently SOC 2 Type II certified and GDPR and CCPA compliant. We also conduct quarterly accessibility audits to help ensure WCAG compliance.

API Platform and Integrations

Our ecosystem of partners and developers is continually growing and evolving. Using APIs, we can initiate a templatized test launch and extract results in the form of video clips. We use our APIs to build specific integrations to popular partner and third-party business apps, giving customers turn-key integrations that promote seamless test creation (e.g., through Adobe XD) and sharing of CxN clips (e.g., through tools like Slack, Jira, and Trello).

Our Subscription Plans

The UserTesting Human Insight Platform is available in three editions:

•Essentials Edition – includes the main components that an organization needs to get started with human insight, including access to the UserTesting Contributor Network and the ability to capture and analyze CxNs.

•Advanced Edition – includes everything in Essentials, adding access to more advanced features from the test plan engine, the option to generate CxNs from live 1:1 interviews with contributors from our network, and advanced data visualization and analytics capabilities.

•Ultimate Edition – our most comprehensive platform edition most often used by enterprise customers who have more sophisticated customer experience programs and needs for building human insight into their workflows. This edition includes everything in Advanced, plus expert experience test types, the ability to build and manage custom networks, and access to our most sophisticated machine-learning models that automatically highlight key moments of intent and sentiment within an experience narrative.

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As teams and organizations see value in the platform and grow their programs and capabilities, they typically also grow their engagement with our platform by:

•Increasing their annual committed and on-demand usage;

•Adding more teams on the platform; and

•Moving up to higher platform tiers with greater functionality.

Our Technology

Our technology and infrastructure enable us to build and continuously innovate on our Human Insight Platform. We designed our platform to be video-first because we anticipated that it would be the most important and demanding of the available sources – the keystone to handling all of our anticipated data streams. Video requires expertise in encoding, decoding, multiplexing, and synchronization, and poses challenges related to bandwidth and network performance to a much higher degree than other forms of communication like voice, chat, and content sharing. Several years ago we started adding additional streams of data, such as the clickstream to complement video, enabling the platform to deliver a richer multiple stream format, the CxN.

Our experience with multiple streams and types of data is particularly important. Most other approaches to customer experience insight focus on a single source, such as facial expressions in video, sentiment in audio, and behavior in a clickstream. While these are all interesting in isolation, the combination is significantly more valuable than any one of them alone. Combining, analyzing, and managing them in the aggregate is how our technology platform enables our customers to gain deeper insight from a CxN than they get from other solutions. Our platform is cloud-native and provides customers with the reliability, scalability, and security they expect and need.

The Key Tenets of Our Technology Platform:

•General and Special Purpose Data Stores. Efficient data storage is fundamental to our ability to use the vast amounts of data we collect every day. We combine relational databases, NoSQL databases, file stores, and a graph database to optimize query speed, scalability, and reliability. To meet our customers’ need for local storage, we also store data across multiple availability zones and across regions.

•Data Access, Data Visualization, Video Processing, and Data Processing. We use highly scalable microservices to process video and data. REST and GraphQL APIs expose data in optimized formats as well as advanced algorithms implemented in the video and data processing layer, which includes live

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streaming of dual video channels, an audio channel, and bi-directional data channels from/to each connected endpoint.

•Machine Learning Model Development and Execution. We combine human analysis with machine learning (ML) enabled analysis to gain deep insights from CxNs. Our technology platform includes a fully integrated development environment to build, train, and deploy ML models, allowing us to rapidly innovate and bring new capabilities into the Human Insight Platform.

•CxN Capture Technology. Our capture technology works across many device types, using browser plugins, self-loading scripts, and apps as appropriate. This allows us to capture all aspects of a customer’s perspective and is optimized for web and mobile app experiences to enable a smooth CxN creation process. Depending on the use case, we can stream all data to our servers or we can record locally and later upload the recordings to our servers for further processing.

Proprietary Machine Learning Models

The volume and richness of our dataset has also enabled us to develop several proprietary machine learning models based on one or more of the CxN data sources, including:

•Natural Language Processing (NLP) based on transcribed CxN audio to identify positive and negative sentiment, identify reactions such as confusion, and finding questions and their answers in a CxN.

•Image-based Models to identify icons and to group path flows based on the layout of pages and screens, enabling deeper analysis of contributor interactions with webpages or application interfaces.

•Audio-based Models to rate the quality of a CxN based on volume, tone, inflection, and other factors.

•Demographic and Behavior-based Models based on contributors’ CxNs to maintain optimal level of engagement of our contributors.

•Multi-source Models to identify intent in a CxN and to recognize indicators of engagement within a CxN, including joy and excitement as well as frustration and disengagement.

The nature of the Human Insight Platform and how our customers use it is a unique source of training data for many of our machine learning models. Customers interact with CxNs in many ways, such as commenting, tagging, making clips, and rating CxNs. Each interaction helps label the data set, creating valuable training data on discrete elements within an experience narrative as well as overall quality. We can also leverage the multiple data sets within each CxN to further refine our ML algorithms by using the data sets to label each other. For instance, we use voice data to identify a contributor’s mood changes during a CxN, then use that information to train the clickstream algorithm to recognize how these mood changes reflect in cursor movements and clicks of the same CxN. The insights gained from our machine learning models encourage customers to engage with and expand usage of our Human Insight Platform, compounding growth in the volume of training data available to our models.

Organizations often harness the power of our ML models through our proprietary visualizations that make it easier for them to identify and focus on the most relevant sections of a CxN. For instance, our sentiment and intent ML models automatically generate tags that are used in our platform in combination with multiple CxN data streams to create a single visual output. The aggregated flow of many experience narratives can be explored in a single interactive graph that shows common and divergent experiences of a set of contributors completing the same set of tasks. Overlays of sentiment and intent analysis can then identify critical moments in each CxN where an organization may want to focus attention.

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Our technology sets us apart from any alternative through our unique ability to control everything from capture through analysis to visualization. We have innovated on capture based on needs arising from analysis or visualization, and captured data has led us to innovations in analysis and visualization. While we can ingest video and audio from almost any source and analyze it, it is the unique CxN, multiple-stream format that enables us to do the deepest analysis and that enables the most powerful visualizations. The technology platform and the access to an ever-growing set of training data let us innovate and deliver value to our customers rapidly.

Our Customers

Our large and diversified customer base consists of over 2,000 customers as of June 30, 2021, spanning a wide variety of industry verticals, including technology, financial services, and retail. Our customers range from the largest global enterprises to mid-market companies to small businesses. As of June 30, 2021, we had 249 customers with more than $100,000 of ARR. We also had nine customers with at least $1 million of ARR as of June 30, 2021. During the six months ended June 30, 2020 and 2021, 86% and 83%, respectively, of our revenue was generated from customers located in the United States. One customer accounted for approximately 18% of accounts receivable as of June 30, 2021. No single customer accounted for more than 10% of total revenue during the six months ended June 30, 2020 or 2021.

Customer Case Studies

The customer examples below illustrate how customers from different industries benefit from our platform.

AAA Club Alliance

Founded in 1902, today, AAA is a federation of regional clubs with over 60 million members across North America. As part of that federation, AAA Club Alliance (ACA) serves members in 13 states, providing access to roadside assistance, car care, retail discounts, travel services, insurance, and many other services.

Situation

Like many organizations, ACA knew with precision what customers were doing on its website, but they were unsure why potential customers were not completing the membership sign-up process. The various tools at their disposal produced large quantities of data but little in the way of the insights they needed to understand how to

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improve their membership growth. ACA’s digital leadership selected us to better understand how to transform the existing sign-up and conversion process.

UserTesting Solution & Benefits

By leveraging our platform’s suite of features, ACA quickly learned that users were overwhelmed by the information on their member acquisition landing page. Unlike other companies’ offerings, our platform empowered ACA to identify the specific users they needed to learn from, extract rich qualitative data from the current and proposed experiences, then easily socialize insights across diverse stakeholder groups. Those insights helped ACA’s digital leadership build empathy for prospective member needs, while also aligning previously competitive business units, who sought to prioritize their part of membership’s broad value. Through comparison testing and highlight reels, ACA’s digital team was able to demonstrate the power of a focused and intentional narrative defined by a deep understanding of their users. Our platform enabled an iterative design process of exploration, validation, and optimization, which allowed ACA to deliver an experience that clearly and concisely conveyed the value of AAA Membership.

Results

ACA wanted to be certain of this new direction and launched a 50/50 split test against their legacy design. As a result of implementing the insights generated by our platform, ACA saw a 30% increase in conversions across all membership types, with a 55% lift in their premium membership product, driving a 39% lift in member acquisition revenue. When the conversion lift continued growing and reached 85% in the days leading up to Memorial Day, the unofficial start of the summer road trip season, the test was halted, and the new design was fully adopted, ushering in a critical period of membership growth.

Eager to improve business performance even more, ACA redesigned the second half of their join funnel, the sign-up and payment forms. Turning again to insights generated by our platform, ACA further enhanced their join funnel, leading to a total conversion lift of 40% over the legacy experience.

For ACA, these results shattered pervasive and persistent assumptions about the value of qualitative data, leading to a cultural shift for the organization and broader adoption of our platform. Emboldened by this success, ACA has embarked upon a redesign of their entire website, with human insights at the heart of that effort.

Microsoft

Microsoft Corporation is a multinational technology company headquartered in Redmond, Washington and one of the largest technology companies in the world.

Situation

In 2014, when Satya Nadella became Chief Executive Officer of Microsoft, he wanted the company to deeply understand changing customer needs in order to continue delivering products that customers love. Satya and his team recognized Microsoft’s culture had historically been more engineering-focused, and understood that customer experience can be a differentiator to win an evolving marketplace. So Microsoft looked for solutions that would empower its employees with deeper customer empathy and understanding to help drive more customer-centric decisions.

UserTesting Solution & Benefits

Microsoft has been a customer of ours since 2012, but after Mr. Nadella became Chief Executive Officer in 2014, Microsoft expanded its use of our platform to empower more employees to connect with all types of customers and gather human insights. Microsoft employees leveraged our drag-and-drop test plan builder to quickly formulate a set of questions and tasks that are typically complex and time consuming to perform without expertise in the area. Our platform targeted the audiences that Microsoft wanted to learn from and delivered CxNs capturing those audience perspectives as they engaged with Microsoft products and prototypes in their normal environments. Employees not only watched, listened, and learned directly from their prospects and customers by watching these CxNs, but they also shared video clips with their colleagues to create a common understanding of the customer

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experience. The insights from these interactions helped to explain and give context to why customers thought, felt, said, and did things the way they did. These human insights added a deeper, more immersive understanding of customers’ experience, enriching and improving data collection techniques already used by Microsoft. Our platform has become critical to Microsoft’s agile product development, marketing execution, and business decision making processes for Microsoft’s teams globally.

Based on this capability, where employees could ask any question to customers, and receive human insight the same day without having to recruit, schedule, or travel, Microsoft improved its go-to-market strategy and gradually shifted from a “know it all” to a “learn it all” culture.

Results

Since adopting our platform, Microsoft has achieved the following results:

•From January 1, 2018 to December 31, 2020, the average number of Microsoft monthly active users in our platform has grown by 600%.

•Over 40 teams currently leverage our platform to make rapid, customer-driven decisions, including the Applied AI, Azure, Bing, Business App Group, Cloud Design Studio, Edge, Hololens, Office, Windows & Devices, and Xbox teams.

•Microsoft has collected and analyzed thousands of CxNs to understand customers more holistically and identify immediate opportunities for action. The number of CxNs collected by teams at Microsoft has more than doubled from 2018 to 2020.

•CxNs have driven numerous changes and results ranging from improved websites, apps, and game experiences for Xbox, Office, Outlook, and Azure, to more successful hardware designs for Surface and PCs, to more effective marketing messages for Microsoft’s corporate brand teams.

•The Cloud Marketing team saved 50% of time spent on material creation for marketing teams by streamlining decision making and reducing rework cycles.

•Microsoft’s speed of innovation has increased with well-informed decisions with customer insight happening 5x faster.

Canva

Launched in 2013, Canva is a leading visual communications platform embraced by millions of people each month to design everything from presentations and social media graphics to posters, videos, websites, t-shirts, logos, and more.

Situation

A critical factor in Canva’s mission of empowering the world to design is the company’s intuitive user interface and product experience. As Canva rapidly grew and scaled to millions of people across the world, the marketing, engineering, and product teams wanted to ensure they were keeping user experience top of mind with every new product decision.

UserTesting Solution & Benefits

Canva selected our platform in its first year as a startup to identify an experience gap with the onboarding experience and test ways to change people’s beliefs that they did not have the talent, skills, or creative ability to design. Based on what they learned from those tests, the Canva team optimized their onboarding experience—paying particular attention to their users’ emotional journey. Since then, they have continuously integrated human insight from UserTesting into product development decisions. As they expanded use cases, they integrated our platform into additional teams across their company, rolling it out to the engineering, product design, product management, and marketing teams.

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While many members of these teams did not have expertise in traditional customer research, our platform enabled these teams to connect with customers and collect feedback using our test plan templates, test plan builder, and predefined audience features. This enabled Canva teams—with or without customer research expertise—to quickly and easily access customer perspectives and learnings while enhancing Canva’s level of insight to inform key engineering, design, development, and marketing decisions.

Results

Improvements to Canva’s user experience played an important role in helping the company grow to more than 10 million users in just a few months after adopting UserTesting. Since subscribing to our platform, use across the Canva organization has grown significantly, with customer experience narratives increasing by over 500% in the past three years alone. Over the course of our partnership, Canva has gathered over 16,000 customer experience narratives. These provided Canva’s teams with valuable human insight that informed their product development, marketing, and business decisions as their company scaled. The insights gathered resulted in a redesigned customer onboarding experience, optimized design templates and UX, improved advertising campaigns, more profitable pricing models, and more.

The expansive use of our platform and its deep integration into Canva’s decision-making workflows have enabled Canva to achieve and maintain high customer satisfaction. Today, teams across Canva continue to use our platform as part of their daily workflows to collect customer/user feedback and insights for business decision-making.

T. Rowe Price

T. Rowe Price is an asset management firm focused on delivering global investment management excellence and retirement services that investors can rely on.

Situation

T. Rowe Price serves the financial and investing needs of many types of people. In order to understand experiences around its new customer acquisition and existing customer account management, T. Rowe Price needed to collect perspectives from a diverse range of customers and prospects. Like many financial institutions, finding an appropriate target audience for collecting high-quality feedback had been a challenging and time-consuming process for T. Rowe Price. So it set out to look for a way to reach the range of prospects and customers quickly and easily.

UserTesting Solution & Benefits

Since 2015, T. Rowe Price has used our platform to gather experience narratives from a variety of people. First, it used our platform to gather insights from existing customers by sending them a hyperlink generated by our platform. To expand its reach, T. Rowe Price used our platform to send experience tests to our contributors that matched target segments, including pre-retirees, early and advanced accumulators, high net worth individuals ($1 million+), and those with and without financial advisors.

Results

Using our platform, T. Rowe Price captured rich, video-based perspectives from over 13,000 current and prospective customers across a variety of customer experience touchpoints, including: new customer acquisition and existing customer account management (e.g., asset allocation dashboards and financial wellness assessments) across a variety of channels, including: mobile, app, and web. In a recent experience test, the T. Rowe Price team collected perspectives that they credited with helping to reduce a 37% drop-off rate in the new customer acquisition flow.

Tucows

Tucows is the world’s second largest domain wholesaler and a global leader in mobile technology services, fiber network access and other internet services.

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Situation

In 2019, Tucows faced a growing barrier to attracting high caliber talent because it saw a disconnect between what it does and what was being portrayed on its website.

Tucows needed to determine how potential candidates felt about the current messaging and brand positioning on its website, and understand what was having a negative effect on their recruiting efforts. It also needed to quickly test and iterate a wide array of improvements to change those perceptions and transform Tucows’ careers page. Tucows’ goal was to make its website “the front door” to a progressive, successful tech company, and motivate the industry’s most talented prospects to line up and apply.

UserTesting Solution & Benefits

First, Tucows used our platform to understand how tech employees from other companies reacted to its existing website and brand. Watching CxNs generated from our platform, Tucows learned that its website was causing “rampant confusion” about who Tucows was and why someone would want to work there, and that as a result less than half of the tech employees who recorded CxNs would consider applying for a job at Tucows.

Armed with these eye-opening personal narratives from other tech employees, the Tucows team set out to change perceptions about their company through improved messaging and more effective digital experiences. Tucows knew that, to effectively rebrand its messaging, it was critical to use feedback from prospective employees to inform design and messaging decisions, and to rapidly iterate prototypes until they got it right.

Using our platform, Tucows tested over 60 prototypes in a small fraction of the time and cost it would have taken using traditional research methods. This allowed the company to rapidly iterate each new prototype based on insights collected from previous rounds to ensure their messaging and designs were pressure tested to resonate with the highest-caliber talent. For example, when internal teams could not agree whether the careers page should feature all of the benefits of working at Tucows—versus a shorter, more targeted list—human insights from UserTesting helped resolve the debate by showing real people narrate why the broader list would drive stronger interest and appeal to the widest audience. Tucows learned that being able to “find yourself” in that list meant higher relevance, which would translate to higher applicant conversions.

Results

In the first month after Tucows launched its new careers page and other parts of the website, the company immediately began to see an increase in high-caliber candidates who were more diverse and talented than they had previously seen. Tucows says the new website was “working overtime” and contributed to the company doubling the size of its workforce in just 18 months, including key roles that were previously challenging to fill quickly, if at all.

Tucows not only surpassed its hiring goals, follow-up UserTesting studies revealed that Tucows’ new website significantly outperformed the old one on brand perceptions too, where over 90% of people now said “Tucows is as good or better than my current employer” (up from 60%). Further, 90% of those people now aspired to work at Tucows (up from 50%). Tucows accomplished its strategic goal to attract higher caliber talent by rebranding its website with clearer, more effective messaging, and more compelling designs that reflected the true nature of Tucows’ innovative, progressive brand.

Philips

Royal Philips is a leading global technology company with 77,000 employees operating in over 100 countries, focused on improving people’s health and well-being, and enabling better outcomes across the health continuum – from healthy living and prevention, to diagnosis, treatment and home care.

Situation

In 2020, Philips Digital Marketing and E-commerce team (DMEC) was established to accelerate the direct relationship between Philips’ brand and its customers. In order to drive innovation and satisfy fast-evolving

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customer needs, the DMEC team needed a way to integrate consumer and customer insights using the “Agile” way of working. Specifically, Philips’ direct-to-consumer strategy for digital transformation required a new, more agile approach to collect, analyze, and act on consumer insights to drive action and align more closely with other teams.

UserTesting Solution & Benefits

At Philips, employees know that collaborating with other innovative and creative minds can bring ground-breaking innovation—including collaborating with partners who share Philips’ aim to improve lives through impactful solutions. That is why the DMEC team began using our platform. It proved to be an effective, easy to use, and scalable solution to help Philips meet an increasingly wide range of business challenges over time.

Within a single day, researchers, designers, product managers, marketers, and “growth hackers” at Philips are all now able to find specific target audiences, like expectant mothers and experienced health care professionals, to test concepts for early stage product-market fit, dive deep into understanding unmet consumer needs, gather real-world feedback for optimizing digital touchpoints, and more—without having to spend time and resources to travel, recruit, incentivize, or manage people for each project. With a large set of use cases, Philips established a scalable and agile process to ensure teams test early and often, turning it into a key part of Philips’ current global consumer-centric strategy.

Results

Since adopting this agile approach, Philips has scaled the solution across its teams and regions. This resulted in an increase in the diversity of human perspectives available from which employees can analyze to craft compelling narratives that drive action. Consumer feedback is not only higher quality but obtained in roughly 80% less time compared to traditional methods. With the majority of tests completed in under three hours, Philips gained the autonomy to test as needed, resulting in its overall test volume expanding from approximately two per month to one per day; a nearly 15X increase. As a result, costs are down because rework is down. Philips’ partnership with UserTesting has helped create a world-class, customer-first approach to agile innovation, risk mitigation, and sustainable growth.

HP Inc.

HP is among the world’s leading technology innovators serving both B2B and B2C customers. Widely regarded for starting “Silicon Valley,” the company’s portfolio today focuses on innovations in personal computers and printers, including 3D printing solutions.

Situation

When HP observed that key webpages were not converting visitors as well as anticipated and related customer satisfaction metrics were underperforming, they determined that their site needed a redesign. However, redesigning one of the world's most visible websites is a massive undertaking. Business units at HP Inc. span the globe—and stakeholders from each are constantly jockeying for website placement to drive traffic to their areas of the business. This created a significant challenge to create an improved global website navigation strategy while getting buy-in from multiple stakeholders.

UserTesting Solution & Benefits

HP used our platform to benchmark competitor sites with their own and then ran a series of additional UserTesting studies on customer needs for a holistic perspective that informed the Global Digital Customer Experience Innovation team's strategy. The UserTesting platform provided a deep understanding and sense of empathy for customer needs that allowed HP to define solutions that were more intuitive, effective, and enjoyable to use. The challenge, however, was to marry those solutions with the existing website architecture. They used our platform’s card sorting feature to get further customer input on how to prioritize and integrate the solutions. The human insights from our global network of contributors not only helped their team to build and test new prototypes on our platform, but craft a powerful narrative to align their diverse stakeholders as well. Additionally, the enterprise

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features permitted HP to manage data securely with built-in workspaces that allowed teams to organize their insights and collaborate with other teams to develop richer user experience narratives that drive action.

Results

The insights from UserTesting successfully aligned HP’s marketing, product, legal and web teams by creating genuine empathy for customers' experiences and pain points. Watching highlight videos from UserTesting let the broader organization, including executives, feel like they got to experience what their customers experienced. Within five months, the changes on HP.com resulted in a notable 3% increase in site conversions for millions of visitors, contributing to a 7% increase in revenue per visit and a 61% increase in customer satisfaction.

Research and Development

We invest substantial resources in research and development to enhance our platform, develop new features, and improve our infrastructure. We believe that our differentiated technology will help us to maintain our competitive advantage. Our research and development organization is responsible for the design, architecture, testing, and quality of our platform, and we focus our efforts on developing our core technologies and further enhancing the usability, functionality, reliability, performance, and flexibility of our platform. Research and development expenses were $20.8 million and $27.9 million for the years ended December 31, 2019 and 2020, respectively, and $13.0 million and $19.6 million for the six months ended June 30, 2020 and 2021, respectively.

Professional Services

Our professional services team provides our customers with a broad range of services, including delivering research studies, training services, and strategy workshops, to help them realize the full benefits of the UserTesting platform. Our customers also have access to both on-demand and live educational courses through our online programs, enabling them to onboard anyone onto the UserTesting platform and quickly achieve an impactful level of subject matter expertise. Our service offerings range from hourly guidance projects to ongoing research and program management engagements, to meet the varying needs of our wide-ranging customer base.

Our Culture and Employees

UserTesting has a unique company culture that is a critical component to the success of our customers and ultimately the success of the business. Our core values represent our shared beliefs and show who we strive to be as a company. They are Get Better, Drive Results, Customers First, Be Kind and Keep it Simple (BRiCKS). Our values are what define and preserve our culture as we continue to build a great company – brick by brick.

As a company, we share many of the same traits as our customers who tend to be curious people who value empathy, human insight, diversity, experimentation, and iterative learning. We believe that there needs to be more empathy in business and in relationships with employees, customers, partners, and stakeholders. When people are exposed to different perspectives and can better understand their motivations – it is easier to solve problems, create new solutions, communicate in terms that resonate, and build trust with diverse audiences. This culture and our shared set of beliefs is key to attracting and retaining the best talent. We are proud that more than 30% of the team that was here a year earlier progressed to a new role, as measured monthly. This level of opportunity for career growth keeps our team highly satisfied with the environment we offer. In each of 2018, 2019, and 2020, we have won Best Place to Work awards based on employee sentiment from Fortune, Inc. magazine, the Atlanta Constitution Journal, and the San Francisco Business Times.

As of June 30, 2021, we had 653 employees, including 145 in research and development, 296 in sales and marketing and 73 in general and administrative. We also engage contractors and consultants. None of our employees are represented by a labor union or are a party to a collective bargaining arrangement and we have not experienced any work stoppages. We consider our relations with our employees to be good. We work to identify, attract, and retain employees who are aligned with and will help us progress towards our mission, and we seek to provide competitive cash and equity compensation.

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Commitment to Creating a Better World

We are committed to creating and supporting an inclusive environment that promotes and encourages diversity, belonging, wellness, and career development. This commitment extends to all aspects of our relationships with our team members, including in the hiring and promotion process, training, compensation, benefits, and career development.

Inclusion, Diversity, Equity, and Belonging

We seek employees who bring diverse backgrounds, perspectives, and experiences to our culture, and who reflect our diverse society. We plan to continue to pursue a location strategy and diversity sourcing team, along with a significant employee referral program that builds upon and encourages increased diversity. In the past, each of these has had a major impact on improving the make-up of our team.

We proudly track and report our key human capital metrics, including our workforce demographics, diversity data, and employee turnover and regularly share these figures with our board of directors. In 2020, we moved forward with our goal of achieving parity in representation for women on our worldwide team; we achieved 43% representation as of December 31, 2020. We have set a goal of having the percent of our U.S. workforce who identify as Black reach the percent of people in the United States who identify as Black.

We know there is still more that we need to do to cultivate our talented workforce and continue to foster their trust. We use a variety of channels to facilitate open and direct communication, including open forums with executives, employee experience surveys – some using the UserTesting platform to receive direct and candid feedback, and engagement through 10 employee resource groups, including the Women@, Black@, LGBTQIA@, Latinx@ and many others.

Commitment to Equal Pay

We conduct periodic third-party audits of team members’ salary to confirm that our pay-for-performance philosophy transcends race, gender, age, and other discriminatory factors. If an audit reveals any differences that cannot be explained by legitimate business factors for team members who hold similar positions, we address these issues directly. In our most recent audit, completed in 2020, we assessed our pay programs by working with external consultants to evaluate our U.S. and UK salaries. That assessment found that our top drivers of pay are what we believe are the right factors: job, location, and level.

Community Involvement

We drive social good through our commitment to corporate citizenship in the communities in which we operate. In 2021, we became a member of the Pledge 1% movement and are currently committed to donate volunteer hours and use of our platform to support underserved communities. We encourage our employees to volunteer their time to the community by providing eight hours of paid time off every quarter for volunteering activities, which translates into the ability of our team to donate thousands of volunteer hours a year. Additionally, in 2019 and 2020, we and our employees donated more than $80,000 in employee and corporate donations to these efforts.

Sustainability and Global Impact

As a technology company, we have implemented several initiatives relating to the sustainable use of resources, including implementing technological tools, encouraging our employees to recycle and compost when in office, offering reusable dishware and utensils, providing filtered water dispensers to discourage consumption of bottled water in most of our breakrooms, and disposing of old computers and other electronic equipment with an electronic waste vendor so that such equipment is responsibly recycled, repurposed, or donated. In addition, our internal sustainability resource group helps drive employee-led environmental sustainability efforts.

Business Ethics, Integrity, and Governance

From our board of directors to every team member, the work we do each day is guided by a robust commitment to our business ethics and integrity program. We encourage everyone to do the right thing. Integrity is embedded in

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our culture and something we promote from the top down and throughout our business. Through our Code of Business Conduct and Ethics and related policies, we promote responsible, safe, and transparent interactions between our employees, contributors, and customers.

Sales and Marketing

Our sales and marketing teams work closely together to help new customers discover, try, adopt, and expand usage of UserTesting over time. We include customer success, renewals management, and a single revenue operations and strategy team under the sales organization to align these efforts to best support our customers.

Sales

The sales organization is responsible for driving new customer opportunities and customer expansion and growth through cross-sell and up-sell opportunities. Our primary sales channel is through a direct sales force that is optimized for the size and geography of a customer’s organization from small to medium businesses to enterprise customers. The global sales team includes field sales representatives as well as efficient inside sales and sales development teams that are organized by customer employee count. Our channel team is building out relationships with resellers, distributors, and strategic partners which will continue to broaden our reach. We also have a team of solution consultants that help advise on best practices and methodologies to help organizations build experience testing into their business processes and realize the value of human insight. Our customer success and renewal organizations complement our sales teams by consulting with our customers to help grow adoption, realize the value and impact of our platform, drive subscription renewals, and expand to new users and use cases.

Marketing

The marketing organization is responsible for building awareness in the market, generating demand and preference for the brand, and creating experiences and programs to drive customer engagement, adoption, and customer advocacy. We believe the voice of the customer and our customers’ success is central to how we build our brand, and we are avid users of the UserTesting platform to bring the customer perspective into our messaging, programs, and experiences. We leverage strong inbound demand through our website to generate leads and use content marketing, search marketing, influencer marketing, and other techniques to increase traffic to our website. We have a small self-service footprint on the website today to drive leads and plan to further expand upon this in the future to help expand access to the product much earlier in the buying journey. To broaden our reach to new customers and geographies, we target potential users and buying decision makers across a wide variety of departments and functions and in organizations of all sizes and industries. We extend our reach through online advertising, over-the-top-TV (OTTV) and out of home advertising, virtual and in-person events, partner marketing, content syndication, and account-based marketing. The marketing organization also works closely with industry analysts to educate them on the benefits of human insight and the UserTesting platform and help define this market category. We hosted our first annual customer conference in 2019, The Human Insight Summit (THiS) and moved to a virtual Human Insight World (HiWorld) conference in 2020. We view our customer conferences as playing a key role in providing current and future customers and thought leaders in the industry with an understanding of our platform through interactions with peers, UserTesting University training and certifications, and by highlighting customer use cases and best practices.

Our Competition

The market for customer experience software solutions is large and rapidly evolving and covers many segments. We do not believe that any of our competitors currently offer a solution that competes with the full functionality of our Human Insight Platform. Our primary competition are manual internal processes that companies use to get customer feedback, which frequently involve using a variety of different tools that are not purpose-built for obtaining customer insight, including video conference call technology to enable conversations and productivity tools to manually capture insights from conversations and share with others in the organization. Certain features of our platform compete with existing products and services within the overall customer experience market. Providers of those products and services fall within the following categories:

•Online sentiment and survey companies, such as Qualtrics, Medallia, and SurveyMonkey;

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•Product analytics companies, such as Pendo and Amplitude;

•Marketing analytics companies, such as Google Analytics;

•Point solution vendors offering usability research tools;

•Research services firms, such as Kantar; and

•Panel aggregators, such as Cint and Lucid.

Larger software vendors with substantial resources and smaller, early stage companies building on new technology platforms may also decide to enter our market by building or acquiring products that compete with our platform.

We believe the principal competitive factors in our market include the following:

•Speed in delivering quality results at scale;

•Customer experience, including ease of deployment and use;

•Expansion of use cases;

•Features, functionality, and quality;

•Brand awareness and reputation;

•Quality and depth of audience feedback;

•Privacy and security;

•Accessibility across multiple devices;

•Strength of sales and marketing efforts; and

•Pricing.

We believe we compete favorably across these factors. Our ability to remain competitive will largely depend on our ongoing performance in use case expansion and delivery of fast, high-quality insights. Moreover, because our market is new and rapidly developing, it is possible that new entrants, especially those with substantial resources, more efficient operating models, more rapid technology and content development cycles or lower marketing costs, could introduce new products and services that disrupt our market and better address the needs of our customers and potential customers. See “Risk Factors” for a more comprehensive description of risks related to competition.

Intellectual Property

The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of trademarks, trade secrets, know-how, copyrights, confidentiality procedures, contractual commitments, domain names, and other legal rights to establish and protect our intellectual property, and may rely on patents in the future. We generally enter into confidentiality agreements and invention or work product assignment agreements with our employees, consultants, and contractors to control access to, and clarify ownership of, our proprietary information.

As of June 30, 2021, we had six U.S. trademark registrations, two pending U.S. trademark applications, and seven foreign registrations. Additionally, we are the registered holder of a number of domain names, including www.usertesting.com.

Intellectual property laws, procedures, and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed, or misappropriated. Further, the

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laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

Our Facilities

We are headquartered in San Francisco, California, where we occupy approximately 45,000 square feet of office space pursuant to a lease that expires in August 2025. We maintain additional U.S. offices in Georgia and California and internationally in Oslo, Norway.

We intend to procure additional space in the future as we continue to add employees and expand geographically. We believe that our current facilities are adequate to meet our current needs and that, should it be needed, suitable additional or alternative space will be available to accommodate our operations.

Legal Proceedings

We are not a party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.

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MANAGEMENT

Executive Officers and Directors

The following table provides information regarding our executive officers and directors as of June 30, 2021:

Name

Age

Position(s)

Executive Officers:

Andy MacMillan

President, Chief Executive Officer, and Chairman

Jon Pexton

Chief Financial Officer

Mona Sabet

Chief Corporate Strategy Officer

Kaj van de Loo

Chief Technology Officer

Michelle Huff

Chief Marketing Officer

David A. Satterwhite

Chief Revenue Officer

Matt Zelen

Chief Operating Officer

Directors:

Darrell Benatar*

Director and Co-Founder

Andrew Braccia(1)(3)

Director

Tatyana Mamut(3)

Director

Shannon Nash(1)(2)**

Director

Cynthia Russo(2)(3)

Director

Alexander Wong(1)(2)

Director

_________________

*Mr. Benatar is an employee of our company but is not an executive officer.

** Lead independent director.

(1)Member of the nominating and governance committee.

(2)Member of the audit committee.

(3)Member of the compensation committee.

Executive Officers

Andrew (Andy) MacMillan has served as our President, Chief Executive Officer, and as a member of our board of directors since May 2018 and as our Chairman since February 2020. Prior to joining us, Mr. MacMillan served as the Chairman and Chief Executive Officer of Act-On Software, Inc., a marketing automation platform, from October 2015 to January 2018. From January 2012 to May 2015, Mr. MacMillan served in various positions, including Chief Operating Officer, Products and Senior Vice President and General Manager, Data.com, for salesforce.com, inc., a customer relationship management provider. From March 2007 to January 2012, Mr. MacMillan served as Vice President, Product Management at Oracle Corporation, an enterprise software and IT solutions provider. Mr. MacMillan also previously served as Vice President, Product Marketing at Stellent, Inc., a provider of enterprise content management software solutions, from March 2004 to February 2007. Mr. MacMillan holds a B.A. in Telecommunication from Michigan State University and an M.B.A. from the University of Edinburgh. We believe that Mr. MacMillan is qualified to serve as a member of our board of directors due to the perspective and experience he brings as our President and Chief Executive Officer.

Jon Pexton has served as our Chief Financial Officer since April 2021. Prior to joining us, Mr. Pexton served as Chief Financial Officer of Workfront Inc., an enterprise work management software company, from March 2018 to March 2021. From December 2011 to September 2017, Mr. Pexton served as Chief Financial Officer of Progrexion Holdings, Inc., a financial technology holding company. From May 2008 to December 2011, Mr. Pexton served as Chief Financial Officer of Interbank FX, LLC, an online foreign exchange trading company. Mr. Pexton holds a B.A. in Accounting from the University of Utah.

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Mona Sabet has served as our Chief Corporate Strategy Officer since May 2019. Mona Sabet is a technology business executive with over 25 years of experience in technology transactions, acquisitions, technology ecosystem, software business models, and corporate finance for small and large technology companies. Prior to joining us, Ms. Sabet was Managing Director of Tribal Advisors, a consulting and mergers & acquisitions advisory firm, from May 2016 to April 2019, where she advised early-stage tech companies on their growth and exit strategies. Prior to Tribal Advisors, Ms. Sabet served as Corporate Vice President, Business Development at Cadence Design Systems, Inc., a computational software company, where she led mergers and acquisitions, strategic transactions, and venture investments, delivering tens of millions of dollars in incremental revenue. She also led the definition of the company’s acquisition and partnership strategy, enabling Cadence to expand into adjacent growth markets. Ms. Sabet has also been an operator in two early-stage startups: Coverity, Inc. led the market in the automation of the identification of software vulnerabilities; Viblio, Inc. pioneered automated tagging of user generated videos using machine learning and computer vision. Ms. Sabet acts as a board member and an advisor to a number of technology startups and accelerators. In addition, Ms. Sabet is a nominee to become a director of Enterprise 4.0 Technology Acquisition Corp., a special purpose acquisition company, following its initial public offering. Ms. Sabet is also the founder and a member of HiPower, a group of leaders championing women who drive big changes. Ms. Sabet holds a B.A.Sc. in Engineering from the University of Toronto, a J.D. from Western University, and management certificates from Simon Fraser University and the University of California, Berkeley.

Kaj van de Loo has served as our Chief Technology Officer since April 2019. Prior to joining us, Mr. van de Loo served as the Chief Product Officer of ForeSee Results, Inc., a provider of Voice of Customer solutions, which was acquired by Verint Systems, Inc. in December 2018, from January 2016 to March 2019. From November 2012 to January 2016, Mr. van de Loo served as Vice President, Mobile Product Development at Oracle Corporation. From July 2011 to November 2012, Mr. van de Loo served as Vice President, Engineering at Clairmail, a provider of mobile banking solutions that was acquired by Monitise Plc in March 2012. From November 2008 to July 2011, Mr. van de Loo served as Senior Vice President, Technology Strategy at SAP Labs LLC, a subsidiary of SAP SE, an enterprise software company. Mr. van de Loo holds an M.Sc. in Engineering Physics from Uppsala University.

Michelle Huff has served as our Chief Marketing Officer since July 2018. She brings over 20 years of experience in the technology industry positioning companies and products and defining go-to-market strategies targeted at small businesses to the Global 2000. Prior to joining us, Ms. Huff served as the Chief Marketing Officer at Act-On Software, Inc. from September 2016 to January 2018. From October 2012 to September 2016, Ms. Huff held various positions, including Vice President of Product Marketing & Product Management and General Manager, Data.com, at salesforce.com, inc. Prior to that, Ms. Huff served at Oracle Corporation as Senior Director, Oracle WebCenter Product Management from February 2011 to September 2012 and as Product Management Director, Content Management from March 2007 to February 2011. Ms. Huff holds a B.A. in Business Administration, with a Certificate in International Studies in Business, from the University of Washington.

David A. Satterwhite has served as our Chief Revenue Officer since May 2018. Prior to joining us, Mr. Satterwhite served as the Chief Revenue Officer of Act-On Software, Inc. from January 2017 to February 2018. From June 2014 to December 2017, Mr. Satterwhite served as Chief Customer Officer and Vice President of Worldwide Sales and Customer Success at PubNub Inc., an infrastructure-as-a-service company. Mr. Satterwhite holds a B.A. in History from the University of California, Berkeley.

Matt Zelen has served as our Chief Operating Officer since January 2020. Mr. Zelen previously served as the Chief Operating Officer at AppZen, Inc., an artificial intelligence program for finance teams, from April 2018 to January 2020. From October 2015 to April 2018, Mr. Zelen served as Chief Customer Officer at Act-On Software, Inc. From October 2012 to June 2015, Mr. Zelen served as Vice President, Customer Success at salesforce.com, inc. From July 2008 to September 2012, Mr. Zelen served as Vice President, Managed Services at TEAM Informatics, Inc., a global enterprise solutions and technology company. Mr. Zelen holds a B.A. in Natural Sciences from Saint John’s University and an M.B.A. from Argosy University, Twin Cities.

Directors

Darrell Benatar is one of our co-founders and has served as a member of our board of directors since our inception in June 2007. Mr. Benatar also served as our Chief Executive Officer from June 2007 to May 2018. Before

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our founding, Mr. Benatar served as the Chief Executive Officer of Surprise.com, Incorporated, an employee engagement and rewards software platform company, from June 1998 to January 2008. Mr. Benatar holds a B.S. in Business Administration from the Haas School of Business at the University of California, Berkeley. We believe that Mr. Benatar is qualified to serve as a member of our board of directors because of the historical knowledge, operational expertise, leadership, and continuity that he brings to our board of directors as our co-founder and former Chief Executive Officer.

Andrew Braccia has served as a member of our board of directors since July 2016. Mr. Braccia has served as a Partner at Accel, a venture capital firm, since April 2007. From 1998 to 2007, Mr. Braccia was Vice President of Yahoo! Search at Yahoo! Inc., a web services company. Mr. Braccia has served as a member of the board of directors of Squarespace, Inc., an online design platform, since July 2010, and he served as a member of the board of directors of Slack Technologies, Inc., a communications platform, from March 2010 to July 2021. Mr. Braccia also serves as a member of the board of directors of several private technology companies. Mr. Braccia holds a B.S. in Business Administration from the University of Arizona. We believe that Mr. Braccia is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry and as a current and former director of many companies, and his knowledge of the industry in which we operate.

Tatyana Mamut has served as a member of our board of directors since June 2020. Ms. Mamut is currently SVP of New Products at Pendo.io Inc., a technology platform company for product adoption and analytics, and served as the Head of Product of Nextdoor, Inc., a social networking company, from April 2019 to November 2020. Ms. Mamut has served as a strategic advisor at TMamut Advisors, advising companies on product strategy and product culture, since March 2018. She has been an Executive Advisor for Riverwood Capital since May 2021. From November 2018 to April 2021, she was a Fellow at Sapphire Ventures, LLC, a venture capital firm. Prior to that, Ms. Mamut served as the Director of Product Management and Front-End Engineering at Amazon Web Services, a cloud computing provider and subsidiary of Amazon, Inc., from November 2016 to March 2018. From May 2014 to October 2016, Ms. Mamut served in a variety of senior positions at salesforce.com, inc. From February 2007 to May 2014, Ms. Mamut served in a variety of senior positions at IDEO LP, a design and consulting firm. Ms. Mamut is also an advisor to several organizations and nonprofits. Ms. Mamut holds a B.A. in Economics from Amherst College and a Ph.D. in Social-Cultural Anthropology from the University of California, Berkeley. We believe that Ms. Mamut is qualified to serve as a member of our board of directors because of her extensive leadership and business experience with technology companies.

Shannon Nash has served as a member of our board of directors since February 2021 and has served as our lead independent director since October 2021. Ms. Nash has served as the Chief Financial Officer of Reputation.com, Inc., a customer feedback management platform, since April 2021 and previously served as the Chief Accounting Officer from August 2020 to March 2021. Before joining Reputation.com, Ms. Nash served as Chief Financial Officer at The Inside Source, Inc., a global furniture dealer and workplace innovation company, from June 2017 to March 2020. Prior to her role at Inside Source, she served as Vice President of Finance and H.R. at Cumulus Media, Inc., a radio station operator, from June 2016 to June 2017. Ms. Nash holds a B.S. in Accounting from the University of Virginia McIntire School of Commerce, a J.D. from the University of Virginia School of Law, and is a licensed Certified Public Accountant and Attorney. We believe that Ms. Nash is qualified to serve as a member of our board of directors because of her extensive leadership and business experience with technology companies.

Cynthia Russo has served as a member of our board of directors since February 2021. From September 2015 to September 2018, Ms. Russo served as the Executive Vice President and Chief Financial Officer of Cvent, Inc., a cloud-based enterprise event management platform provider. Prior to that, Ms. Russo served in a variety of senior financial roles of increasing responsibility at MICROS Systems, Inc., an enterprise information system software, including as Executive Vice President and Chief Financial Officer from April 2010 until MICROS Systems’ acquisition by Oracle Corporation in September 2014. Ms. Russo has served as a director of Verifone Systems Inc., a world leader in payment and commerce solutions, since February 2021, a director of Verra Mobility Corporation, a provider of smart mobility technology solutions and services, since June 2019, and a director of PAR Technology Corporation, a provider of point-of-sale software, since May 2015. Ms. Russo is a Certified Public Accountant and Certified Internal Auditor. Ms. Russo holds a B.A. in Business Administration from James Madison University. We believe that Ms. Russo is qualified to serve as a member of our board of directors because of her financial accounting expertise, risk management, and organizational management proficiencies.

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Alexander Wong has served as a member of our board of directors since January 2016. Dr. Wong has served as the Managing Director of Topiary Capital, a venture capital firm, since May 2020. From 2005 to October 2020, Dr. Wong served as Managing Director and Head of Venture Capital at the D. E. Shaw Group, a global investment and technology development firm. Prior to that, he served as Partner at Apax Partners and Managing Director at Intel Capital. Dr. Wong also currently serves on the boards of directors of several privately held companies. Dr. Wong holds a B.S. in Computer Engineering from the University of Illinois at Urbana-Champaign and an M.S. and a Ph.D. in Electrical Engineering from the University of California, Berkeley. We believe that Dr. Wong is qualified to serve as a member of our board of directors because of his extensive experience in the venture capital industry, his knowledge of technology companies and his deep understanding of our business and operations as one of our early investors.

Corporate Governance

Appointment of Officers

Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships between any of our directors or executive officers.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including our President and Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our code of business conduct and ethics will be posted on the investor relations page on our website. We intend to disclose any amendments to our code of business conduct and ethics, or waivers of its requirements, on our website or in filings under the Exchange Act.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of seven members. Pursuant to our restated certificate of incorporation as in effect prior to the completion of this offering and our amended and restated voting agreement, Darrell Benatar, Andrew Braccia, Andy MacMillan, Tatyana Mamut, Shannon Nash, Cynthia Russo, and Alexander Wong have been designated to serve as members of our board of directors. Pursuant to our amended and restated certificate of incorporation and amended and restated voting agreement, Messrs. Benatar and MacMillan were elected by the holders of our common stock, voting together as a single class; Mses. Mamut, Nash, and Russo were each elected by the holders of our convertible preferred stock and common stock, voting together as a single class on an as-converted basis; Mr. Braccia was elected by the holders of our Series C convertible preferred stock; and Dr. Wong was elected by the holders of our Series A and Series A-1 convertible preferred stock, voting together as a single class on an as-converted basis.

The amended and restated voting agreement and the provisions of our amended and restated certificate of incorporation by which all of our current directors were elected will terminate, and, following this offering, no contractual obligations regarding the election of our directors will remain. Each of our current directors will continue to serve until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal.

Classified Board of Directors

Upon the completion of this offering, our board of directors will consist of seven members and be divided into three classes of directors that will serve staggered three-year terms. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors will be divided among the three classes as follows:

•the Class I directors will be Messrs. MacMillan and Braccia and Ms. Russo, and their terms will expire at the first annual meeting of stockholders to be held after the completion of this offering;

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•the Class II directors will be Messrs. Benatar and Wong, and their terms will expire at the second annual meeting of stockholders to be held after the completion of this offering; and

•the Class III directors will be Mses. Mamut and Nash, and their terms will expire at the third annual meeting of stockholders to be held after the completion of this offering.

Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation, or removal. Our restated certificate of incorporation and restated bylaws to be in effect upon the completion of this offering will authorize only our board of directors to fill vacancies on our board of directors. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company. See “Description of Capital Stock—Anti-Takeover Provisions” for additional information.

Director Independence

In connection with this offering, we have applied to list our common stock on the NYSE. Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors within a specified period after the completion of this offering. In addition, the rules of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries. We intend to satisfy the audit committee independence requirements of Rule 10A-3 as of the completion of this offering.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determined that Messrs. Braccia and Wong and Mses. Mamut, Nash, and Russo are “independent directors” as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. In making these determinations, our board of directors reviewed and discussed information provided by the directors and by us with regard to each director’s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each independent director and the transactions involving them described in “Certain Relationships and Related Party Transactions.”

Lead Independent Director

Our board of directors has adopted corporate governance guidelines that provide that one of our independent directors will serve as our lead independent director. Our board of directors has appointed Ms. Nash to serve as our lead independent director. As lead independent director, Ms. Nash will preside over periodic meetings of our independent directors, serve as a liaison between the chairperson of our board of directors and the independent directors, and management and the independent directors, and perform such additional duties as our board of directors may otherwise determine and delegate.

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Committees of the Board of Directors

Our board of directors has an audit committee, a compensation committee, and a nominating and governance committee, each of which, pursuant to its respective charter, will have the composition and responsibilities described below upon the completion of this offering. Following the completion of this offering, copies of the charters for each committee will be available on the investor relations portion of our website. Members serve on these committees until their resignation or until otherwise determined by our board of directors.

Audit Committee

Our audit committee is composed of Mses. Russo and Nash and Mr. Wong. Ms. Russo is the chair of our audit committee. The members of our audit committee meet the independence requirements under NYSE and SEC rules. Each member of our audit committee is financially literate. In addition, our board of directors has determined that each of Mses. Nash and Russo is an “audit committee financial expert” as that term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act. This designation does not, however, impose on him or her any supplemental duties, obligations, or liabilities beyond those that are generally applicable to the other members of our audit committee and board of directors. Our audit committee’s principal functions are to assist our board of directors in its oversight of:

•selecting a firm to serve as our independent registered public accounting firm to audit our financial statements;

•ensuring the independence of the independent registered public accounting firm;

•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and that firm, our interim and year-end operating results;

•establishing procedures for employees to anonymously submit concerns about questionable accounting or audit matters;

•considering the adequacy of our internal controls and internal audit function;

•reviewing related-party transactions that are material or otherwise implicate disclosure requirements; and

•pre-approving all audit and non-audit services to be performed by the independent registered public accounting firm.

Compensation Committee

Our compensation committee is composed of Mr. Braccia and Mses. Mamut and Russo. Ms. Mamut is the chair of our compensation committee. The members of our compensation committee meet the independence requirements under NYSE and SEC rules. Each member of this committee is also a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. Our compensation committee is responsible for, among other things:

•approving the retention of compensation consultants and outside service providers and advisors;

•reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•reviewing and recommending to our board of directors the compensation of our independent directors;

•reviewing and recommending to our board of directors the terms of any compensatory agreements with our executive officers;

•administering our stock and equity incentive plans;

•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans; and

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•establishing our overall compensation philosophy.

Nominating and Governance Committee

Our nominating and governance committee is composed of Messrs. Braccia and Wong and Ms. Nash. Ms. Nash is the chair of our nominating and governance committee. The members of our nominating and governance committee meet the independence requirements under NYSE and SEC rules. Our nominating and governance committee’s principal functions include:

•identifying and recommending candidates for membership on our board of directors;

•recommending directors to serve on board committees;

•reviewing and recommending to our board of directors any changes to our corporate governance guidelines;

•reviewing proposed waivers of the conduct for directors and executive officers;

•oversee any program relating to corporate responsibility and sustainability, including environmental, social, and corporate governance matters;

•overseeing the process of evaluating the performance of our board of directors; and

•advising our board of directors on corporate governance matters.

Compensation Committee Interlocks and Insider Participation

None of the members of the compensation committee is currently, or has been at any time, one of our officers or employees. None of our executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board or compensation committee during 2020.

Director Compensation

The following table sets forth information regarding the compensation paid to the non-employee members of our board of directors during 2020. All compensation paid to Mr. MacMillan, our only director who is also a named executive officer, is set forth below in “Executive Compensation—2020 Summary Compensation Table.” The table below includes information regarding the compensation earned by or paid to Mr. Benatar as an employee. No compensation was paid to Messrs. MacMillan and Benatar in their capacities as directors in 2020.


Name	Option Awards ($)(4)(5)	Total ($)
Darrell Benatar(1)	—	—
Andrew Braccia	—	—
Michael Dillon(2)	16,739	16,739
Tatyana Mamut	43,521	43,521
Shannon Nash(3)	—	—
Cynthia Russo(3)	—	—
Alexander Wong	—	—

________________

(1)During 2018, 2019, and 2020, Mr. Benatar earned a base salary of $260,000, $202,500, and $200,000, respectively, and in 2018 and 2019, he earned $60,000, and $80,000, respectively, each pursuant to a bonus earned based on the achievement of certain individual and company performance metrics as determined by our board of directors, in his role as an employee. We also reimbursed Mr. Benatar for health insurance premiums in 2018, 2019, and 2020 in the amount of $27,605, $33,507, and $41,018, respectively, in his role as an employee.

(2)Mr. Dillon passed away in December 2020.

(3)Mses. Nash and Russo joined our board of directors in February 2021.

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(4)The amounts reported in the Option Awards column represent the grant date fair value of the stock options granted to our non-employee directors during 2020 as computed in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 of the notes to our consolidated financial statements included elsewhere in this prospectus. Note that the amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our non-employee directors from the stock options.

(5)The following table sets forth information on stock options granted to non-employee directors during 2020, the aggregate number of shares of our common stock underlying outstanding stock options held by our non-employee directors as of December 31, 2020, and the aggregate number of shares of our common stock underlying outstanding unvested stock options held by our non-employee directors as of December 31, 2020:


Name	Number of Shares Underlying Stock Options Granted in 2020	Number of Shares Underlying Stock Options Held at Fiscal Year End	Number of Shares Underlying Unvested Stock Options Held at Fiscal Year End
Darrell Benatar	—	—	—
Andrew Braccia	—	—	—
Michael Dillon	25,000(1)	65,000(3)	39,723
Tatyana Mamut	65,000(2)	65,000(2)	54,167
Shannon Nash	—	—	—
Cynthia Russo	—	—	—
Alexander Wong	—	—	—

________________

(1)The stock option to purchase 25,000 shares of our common stock vests at the rate of 1/36th of the shares of our common stock underlying the stock option each month following the June 1, 2020 vesting commencement date. The stock option is not early exercisable. In the event of a change in control, all of the unvested shares subject to the stock option will become immediately vested and exercisable as of the date immediately prior to the change in control. The vesting of such stock option is subject to continued service as a director.

(2)The stock option to purchase 65,000 shares of our common stock vests at the rate of 1/36th of the shares of our common stock underlying the stock option each month following the June 1, 2020 vesting commencement date. The stock option is not early exercisable. In the event of a change in control, all of the unvested shares subject to the stock option will become immediately vested and exercisable as of the date immediately prior to the change in control. Such stock option is subject to continued service as a director.

(3)Consists of (a) a stock option to purchase 40,000 shares of our common stock that vests at a rate of 1/36th of the shares of our common stock underlying the stock option each month following the April 12, 2019 vesting commencement date and (b) a stock option to purchase 25,000 shares of our common stock that vests at a rate of 1/36th of the shares of our common stock underlying the stock option each month following the June 1, 2020 vesting commencement date. The stock options are not early exercisable. The stock options also provide that, in the event of a change in control, all of the unvested shares subject to the stock options will become immediately vested and exercisable as of the date immediately prior to the change in control. Vesting of such stock options is subject to continued service as a director.

In connection with appointment to our board of directors, we granted each of Mses. Nash and Russo a stock option to purchase 65,000 shares of our common stock, which shares vest at a rate of 1/36th of the shares underlying the stock option each month following the February 10, 2021 vesting commencement date, subject to continued service as a director. The stock options are not early exercisable and the terms of the options provide that, in the event of a change in control, all of the unvested shares subject to such stock options will become immediately vested and exercisable as of the date immediately prior to the change in control.

Independent Director Compensation Policy

Before this offering, we did not have a formal policy to provide any cash or equity compensation to our independent directors for their service on our board of directors or committees of our board of directors. In connection with this offering, our board of directors has approved an independent director compensation policy, pursuant to which our independent directors will be eligible to receive certain cash retainers and equity awards.

Employee directors will receive no additional compensation for their service as a director.

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Cash Compensation

Beginning on January 1, 2022, each independent director will be entitled to receive (i) an annual cash retainer of $30,000 for service on our board of directors and (ii) additional annual cash compensation for committee membership as set forth below, in each case payable quarterly in arrears, prorated for partial quarters served.

Non-Executive Chairman Service Fee (in lieu of and not in addition to Lead Independent Director Service Fee): $20,000

Lead Independent Director Fee: $15,000

Committee Chair Service Fee (in lieu of Non-Chair Committee Member Service Fee):

•Audit Committee chair: $20,000

•Compensation Committee chair: $15,000

•Nominating and Governance Committee chair: $8,000

Non-Chair Committee Member Service Fee (not in addition to Committee Chair Service Fee):

•Audit Committee member: $10,000

•Compensation Committee member: $6,000

•Nominating and Governance Committee member: $4,000

Equity Compensation — Initial Award

In addition, each new independent director is eligible to receive an initial award of RSUs with a grant date fair value of approximately $340,000 on the date of grant. Each initial award vests in three equal annual installments beginning on the date that is one year following the grant date, in each case, so long as the independent director continues to provide services to us through the applicable vesting date. The initial award is subject to acceleration in full upon the consummation of a qualifying corporate transaction.

Equity Compensation — Annual Award

On the date of each annual meeting of our stockholders, each independent director who is serving on our board of directors prior to, and will continue to serve on our board of directors following, such annual meeting will receive a grant of RSUs with an aggregate value of $170,000. Each annual award fully vests on the earlier of (a) the first anniversary of the annual award grant date or (b) the date of the annual meeting of our stockholders on the year following the year of grant of the annual award, so long as the independent director continues to provide services to us through the applicable vesting date. Each annual award is subject to acceleration in full upon the consummation of a qualifying corporate transaction.

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EXECUTIVE COMPENSATION

The following tables and accompanying narrative set forth information about the 2020 compensation provided to our principal executive officer and the two most highly compensated executive officers (other than our principal executive officer) who were serving as executive officers as of December 31, 2020. These executive officers were Andy MacMillan, our President and Chief Executive Officer, David A. Satterwhite, our Chief Revenue Officer, and Kaj van de Loo, our Chief Technology Officer, and we refer to them in this section as our “named executive officers.”

2020 Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded to, earned by or paid to our named executive officers for 2020.


Name and Principal Position	Salary ($)	Option Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
Andy MacMillan, President and Chief Executive Officer	375,195	1,681,688	241,875	11,400	2,310,158
David A. Satterwhite, Chief Revenue Officer	251,550	336,338	379,027	4,065	970,980
Kaj van de Loo, Chief Technology Officer	400,449	269,070	150,500	11,400	831,419

________________

(1)Amounts represent the aggregate grant date fair value of the stock options awarded to the named executive officer during fiscal 2020 in accordance with FASB Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in Note 9 of the notes to our audited consolidated financial statements included in this prospectus. Such grant-date fair market value does not take into account any estimated forfeitures related to service-vesting conditions. Our named executive officers will only realize compensation to the extent the trading price of our common stock is greater than the exercise price of the shares underlying such stock options.

(2)Amounts reported for Messrs. MacMillan and van de Loo represent incentive cash bonuses earned pursuant to our 2020 executive performance bonus program based on the achievement of certain individual and company performance metrics as determined by our board of directors. Amounts reported for Mr. Satterwhite represent commissions earned pursuant to an incentive sales commission program. For additional information, see “—Non-Equity Incentive Plan Compensation.”

(3)Amounts represent 401(k) plan matching contributions.

2021 Awards

In September 2021, our board of directors, with participation by each independent director, granted RSUs to each of Messrs. MacMillan, Satterwhite, and van de Loo (the 2021 Awards). Messrs. MacMillan, Satterwhite, and van de Loo received RSUs settleable for 351,000, 160,000, and 150,000 shares of our common stock, respectively, pursuant to the 2021 Awards. The 2021 Awards expire ten years after their grant date.

The vesting of the 2021 Awards is conditioned on the satisfaction of both a time- and service-based requirement and a liquidity-based requirement while the awardee remains in continuous service to us and before the expiration or earlier termination of the RSUs. Under the time- and service-based requirement, so long as each awardee remains in continuous service to us through each applicable date, (i) 25% of the RSUs subject to the award will vest on the first February 15, May 15, August 15 or November 15 following the one year anniversary of the vesting commencement date set forth in the applicable RSU agreement and (ii) an additional 1/16 of RSUs subject to the award will vest on each subsequent February 15, May 15, August 15 and November 15. Under the liquidity event requirement, so long as the awardee remains in continuous service to us through the applicable date, the liquidity event requirement will

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be satisfied on the earlier of (i) the effective date of this offering or (ii) a qualifying change in control (as defined in the 2013 Plan).

Equity Compensation

From time to time, we grant equity awards in the form of stock options to our named executive officers, which are generally subject to vesting based on each named executive officer’s continued service with us. Each of our named executive officers currently holds outstanding options to purchase shares of our common stock that were granted under the 2013 Plan, as set forth in the table below titled “2020 Outstanding Equity Awards at Fiscal Year-End.”

Non-Equity Incentive Plan Compensation

Messrs. MacMillan and van de Loo participated in our 2020 executive performance bonus program. Incentives under our 2020 executive performance bonus program were payable semi-annually based on the achievement of certain individual and company performance metrics, including bookings and adjusted EBITDA. For 2020, Mr. Satterwhite participated in an incentive sales commission program based on the achievement of our sales team’s total annual recurring revenue growth bookings and certain gross retention goals. For 2020, the target bonus amounts were $225,000, $325,000, and $140,000 for Messrs. MacMillan, Satterwhite, and van de Loo, respectively. Amounts earned by Messrs. MacMillan and van de Loo for 2020 under the 2020 executive performance bonus program and by Mr. Satterwhite for 2020 under the incentive sales commission program are set forth in the Summary Compensation Table above in the Non-Equity Incentive Plan Compensation column.

In October 2021, our board of directors approved our 2022 Incentive Bonus Plan (the Bonus Plan) which will become effective on the effectiveness of the registration statement of which this prospectus forms a part. The Bonus Plan will be administered by our board of directors or compensation committee, as well as our Chief Financial Officer and Chief Corporate Strategy Officer. The Bonus Plan shall be effective for calendar year 2022 and each subsequent year thereafter, unless amended/terminated by our board of directors or our compensation committee. Eligible participants in the Bonus Plan shall include certain designated full-time employees who have been employed during the effective period of the Bonus Plan and are not subject to any other bonus/commission plans. During each calendar year, the Bonus Plan’s administrator shall designate a bonus plan pool, individual bonus targets, and individual performance goals which shall govern bonus payments under the Bonus Plan (provided that the Bonus Plan administrator shall retain the ability to modify any amounts payable to any participants in the Bonus Plan).

Executive Employment Agreements

Prior to the completion of this offering, we intend to enter into at-will employment letters setting forth the terms and conditions of employment for each of our named executive officers as described below.

Andy MacMillan

Prior to the completion of this offering, we intend to enter into a confirmatory employment letter agreement with Mr. MacMillan. The letter agreement will not have a specific term and will provide that Mr. MacMillan is an at-will employee. Mr. MacMillan’s current annual base salary is $400,000.

David A. Satterwhite

Prior to the completion of this offering, we intend to enter into a confirmatory employment letter agreement with Mr. Satterwhite. The letter agreement will not have a specific term and will provide that Mr. Satterwhite is an at-will employee. Mr. Satterwhite’s current annual base salary is $250,480.

Kaj van de Loo

Prior to the completion of this offering, we intend to enter into a confirmatory employment letter agreement with Mr. van de Loo. The letter agreement will not have a specific term and will provide that Mr. van de Loo is an at-will employee. Mr. van de Loo’s current annual base salary is $400,000.

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Change of Control and Severance Arrangements

Prior to the completion of this offering, we anticipate entering into change in control and severance agreements (CIC Agreements) with our executive officers, including our named executive officers, that provide for the following payments and benefits upon certain terminations of employment or in connection with a change of control.

Pursuant to the CIC Agreements, in the event that the named executive officer is terminated without “cause” or resigns for “good reason” within three months before or 12 months following a “change of control” of our company (as such terms are defined in the CIC Agreements), he or she will be entitled to: (i) an amount equal to twelve months of his or her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum, (ii) an additional cash payment in an amount equal to a pro-rated portion of his or her annual target bonus (provided, however, that our Chief Executive Officer will receive a cash payment in an amount equal to 100% of his or her annual target bonus), and (iii) to the extent the named executive officer timely elects to receive continued coverage under our group-healthcare plans, we will provide him or her a lump sum cash payment in an amount equal to the full amount of his or her COBRA premiums for the same period as he or she is entitled to severance plus an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. In addition, each of the named executive officer’s outstanding equity awards will become vested and exercisable, as applicable, with respect to 50% of the underlying shares (100% in the case of our Chief Executive Officer), with any performance criteria deemed achieved at the actual performance level or, if the actual performance level has not been determined, at 100% achievement of target (this acceleration supplements, but does not supersede prior vesting acceleration arrangements, as described below). All such severance payments and benefits are subject to each named executive officer’s execution of a general release of claims against us.

Additionally, in the event that the named executive officer is terminated without “cause” or resigns for “good reason” other than three months before or 12 months following a “change of control” of our company (as such terms are defined in the CIC Agreements), he or she will be entitled to: (i) an amount equal to six months (twelve months in the case of our Chief Executive Officer) of his or her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum, and (ii) to the extent the named executive officer timely elects to receive continued coverage under our group-healthcare plans, we will provide him or her a lump sum cash payment in an amount equal to the full amount of his or her COBRA premiums for the same period as he or she is entitled to severance plus an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. All such severance payments and benefits are subject to each named executive officer’s execution of a general release of claims against us.

Additionally, in the event that our named executive officers are terminated due to death or “disability” (as such term is defined in the CIC Agreements), each of our named executive officers will be entitled to (i) an amount equal to six months (twelve months in the case of our Chief Executive Officer) of his or her base salary at the rate in effect immediately prior to such termination, payable in a cash lump-sum and (ii) we will provide him or her a lump sum cash payment in an amount equal to the full amount of his or her COBRA premiums for the same period as he or she is entitled to severance. All such severance payments and benefits are subject to each named executive officer’s (or his/her estate’s, if applicable) execution of a general release of claims against us.

In addition, each of our named executive officers holds outstanding options.

On July 11, 2018, Mr. MacMillan was granted an option under the 2013 Plan to purchase 5,099,523 shares of our common stock and on June 4, 2020, Mr. MacMillan was granted an option under the 2013 Plan to purchase 2,500,000 shares of our common stock. In the event that Mr. MacMillan remains in service to us through a “change in control” (as defined in the 2013 Plan), then 100% of the shares subject to each of the options described above shall vest in full (subject to Mr. MacMillan’s execution of a release of claims in favor of us), further, in the event that Mr. MacMillan is subject to a termination without “cause” or a resignation for “good reason” (each, as defined in the applicable stock option agreement governing Mr. MacMillan’s option grant), then the vesting of each of the options described above shall accelerate so as to provide Mr. MacMillan with an additional 3 months of vesting credit.

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On July 11, 2018, Mr. Satterwhite was granted an option under the 2013 Plan to purchase 1,019,905 shares of our common stock and on June 4, 2020, Mr. Satterwhite was granted an option under the 2013 Plan to purchase 500,000 shares of our common stock. In the event that Mr. Satterwhite is subject to a termination without “cause” or a resignation for “good reason” (each, as defined in the stock applicable option agreement governing Mr. Satterwhite’s option grant) within the period beginning 2 months prior to the consummation of a “change in control” (as defined in the 2013 Plan) and ending on the date that is 12 months after such change in control, then 100% of the shares subject to each of the options described above shall vest in full (subject to Mr. Satterwhite’s execution of a release of claims in favor of us); further, in the event that Mr. Satterwhite is otherwise subject to a termination without “cause” or a resignation for “good reason,” then the vesting of each of the options described above shall accelerate so as to provide Mr. Satterwhite with an additional 3 months of vesting credit.

On April 24, 2019, Mr. van de Loo was granted an option under the 2013 Plan to purchase 750,000 shares of our common stock and on June 4, 2020, Mr. van de Loo was granted an option under the 2013 Plan to purchase 400,000 shares of our common stock. In the event that Mr. van de Loo is subject to a termination without “cause” or a resignation for “good reason” (each, as defined in the stock option agreement governing Mr. van de Loo’s 2020 option grant) within the period beginning 2 months prior to the consummation of a “change in control” (as defined in the 2013 Plan) and ending on the date that is 12 months after such change in control, then 50% of the shares subject to each of the options described above shall vest in full (subject to Mr. van de Loo’s execution of a release in favor of us); further, in the event that Mr. van de Loo is otherwise subject to a termination without “cause” or a resignation for “good reason,” then the vesting of each of the options described above shall accelerate so as to provide Mr. van de Loo with an additional 3 months of vesting credit.

2020 Outstanding Equity Awards at Fiscal Year-End

The following table presents, for each of our named executive officers, information regarding outstanding stock options as of December 31, 2020.


			Option Awards(1)
Name	Vesting Commencement Date	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price($)	Option Expiration Date
Andy MacMillan	5/9/2018(2)	7/11/2018	3,293,441	1,806,082	—	0.89	7/10/2028
	4/1/2020(3)	6/4/2020	416,666	2,083,334	—	0.95	6/3/2030
David A. Satterwhite	5/16/2018(2)	7/11/2018	433,970	361,217	—	0.89	7/10/2028
	4/1/2020(3)	6/4/2020	83,333	416,667	—	0.95	6/3/2030
Kaj van de Loo	4/22/2019(3)	4/24/2019	116,422	437,500	—	1.02	4/23/2029
	4/01/2020(3)	6/4/2020	66,666	333,334	—	0.95	6/3/2030

________________

(1)All of the outstanding stock option awards were granted under the 2013 Plan. These awards are subject to acceleration upon a change of control. See “—Change of Control and Severance Agreements.”

(2)Vests with respect to 1/4th of the shares of our common stock underlying the stock option on the one-year anniversary of the vesting commencement date and the remaining 3/4th of the shares underlying the option vest in equal monthly installments over three years, in each case subject to continued service.

(3)Vests monthly at the rate of 1/48th of our common stock underlying the stock option following the vesting commencement date, in each case subject to continued service.

Employee Benefit and Stock Plans

2013 Equity Incentive Plan

In March 2013, we adopted the 2013 Equity Incentive Plan (as amended from time to time, the 2013 Plan). The purposes of the 2013 Plan are to attract and retain the best available personnel for positions of substantial

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responsibility, to provide additional incentive to employees, directors, and consultants, and to promote the success of our business.

Share Reserve. As of June 30, 2021, we had 31,656,426 shares of our common stock reserved for issuance pursuant to grants under our 2013 Plan of which 1,489,928 shares remained available for grant. As of June 30, 2021, options to purchase 5,972,024 shares had been exercised under our 2013 Plan and options to purchase 24,447,654 shares remained outstanding, with a weighted-average exercise price of $1.39 per share. As of June 30, 2021, restricted stock awards (RSAs) covering 1,683,220 shares of our common stock had been granted under the 2013 Plan. No restricted stock units (RSUs) or stock appreciation rights (SARs) had been granted under the 2013 Plan as of June 30, 2021. No new awards will be granted under the 2013 Plan after the offering.

Administration. Our 2013 Plan is administered by our board of directors, referred to herein as the “administrator.” Subject to the terms of the 2013 Plan, the administrator has the authority to, among other things, select the persons to whom awards will be granted, construe and interpret our 2013 Plan as well as to prescribe, amend and rescind rules and regulations relating to the 2013 Plan and awards granted thereunder. The administrator may modify awards subject to the terms of the 2013 Plan.

Eligibility. Pursuant to the 2013 Plan, we may grant incentive stock options only to our employees or the employees of our parent or subsidiaries, as applicable (including officers and directors who are also employees). We may grant non-statutory stock options, RSUs, SARs, shares of restricted stock, and other awards to our employees (including officers and directors who are also employees), non-employee directors, agents, independent contractors, and consultants, or the employees, directors, agents, independent contractors, and consultants of our parent and subsidiaries, as applicable.

Options. The 2013 Plan provides for the grant of both (i) incentive stock options, which are intended to qualify for tax treatment as set forth under Section 422 of the Code and (ii) non-statutory stock options to purchase shares of our common stock, each at a stated exercise price. The exercise price of each option must be at least equal to the fair market value of our common stock on the date of grant (unless otherwise determined by the administrator). However, the exercise price of any incentive stock option granted to an individual who owns more than ten percent of the total combined voting power of all classes of our capital stock must be at least equal to 110% of the fair market value of our common stock on the date of grant. The administrator will determine the vesting schedule applicable to each option. The maximum permitted term of options granted under our 2013 Plan is ten years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who owns more than ten percent of the total combined voting power of all classes of our capital stock is five years from the date of grant.

Restricted Stock. The 2013 Plan provides for the grant of RSAs. An RSA is an offer by us to grant or sell shares of our common stock subject to restrictions, which may lapse based on the satisfaction of service or achievement of performance conditions. The price, if any, of an RSA will be determined by the administrator. Unless otherwise determined by the administrator, vesting will cease on the date the participant no longer provides services to us and unvested shares may be forfeited to or repurchased by us. As of June 30, 2021, RSAs covering 1,683,220 shares of our common stock had been granted under the 2013 Plan.

RSUs, SARs; Other Awards. In addition, the 2013 Plan allows for the grant of RSUs, SARs, and other awards, with terms as generally determined by the administrator (in accordance with the 2013 Plan) and to be set forth in an award agreement. We have not granted any RSUs or any stock appreciation rights under the 2013 Plan as of June 30, 2021. Subsequent to June 30, 2021, we granted 2,156,000 RSUs under the 2013 Plan.

Limited Transferability. Unless otherwise determined by the administrator, awards under the 2013 Plan generally may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will, the laws of descent and distribution, except to the extent a participant designates one or more beneficiaries on an approved form who may exercise the award or receive payment under the award after the participant’s death.

Change of Control. In the event that we are subject to a “change of control” (as defined in the 2013 Plan and generally meaning, collectively, a merger, a sale or transfer of more than 50% of the voting power of all of our outstanding securities, or a sale of all or substantially all of the assets of ours), the 2013 Plan provides that awards

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that are not converted, assumed, substituted for, or replaced shall be subject to full vesting acceleration and all applicable restrictions or forfeiture provisions shall lapse. Awards that are converted, assumed, substituted for, or replaced shall not be subject to vesting acceleration. Alternatively, the 2013 Plan permits the administrator to provide that a participant’s outstanding awards shall terminate in exchange for a cash payment equal to the acquisition price per share over any applicable exercise price.

Adjustments. In the event that a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in our corporate or capital structure results in (a) our outstanding shares being exchanged for a different number or kind of securities of us or any other company or (b) new, different or additional securities being received by the award holders under our 2013 Plan, then the administrator shall make proportionate adjustments to (i) the number and kind of shares reserved for issuance under the 2013 Plan (including the number and kind of shares reserved for issuance as incentive stock options), and (ii) the per share prices of and number and kind of shares subject to outstanding awards.

In addition, the administrator may, at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution, or change of control, take such further actions as it determines to be necessary or advisable with respect to awards, including, without limitation, establishing, amending, or waiving the type, terms, conditions, or duration of, or restrictions on, awards so as to provide for earlier, later, extended, or additional time for exercise, lifting restrictions and other modifications, which amendments may be made as to all or some participants, as determined by the administrator.

Amendment; Termination. Our board of directors may amend or terminate the 2013 Plan at any time and may terminate any and all outstanding awards upon a dissolution or liquidation of us, provided that certain amendments will require stockholder approval or participant consent. We expect to terminate the 2013 Plan and will cease issuing awards thereunder upon the effective date of our 2021 Equity Incentive Plan (described below), which is the date immediately prior to the date of the effectiveness of the registration statement of which this prospectus forms a part. Any outstanding awards granted under the 2013 Plan will remain outstanding following the offering, subject to the terms of our 2013 Plan and applicable award agreements, until such awards are exercised or until they terminate or expire by their terms.

2021 Equity Incentive Plan

In October 2021, our board of directors and our stockholders approved our 2021 Equity Incentive Plan (the 2021 Plan) as a successor to our 2013 Plan that will become effective on the date immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. The 2021 Plan authorizes the award of both incentive stock options, which are intended to qualify for tax treatment under Section 422 of the Code, and nonqualified stock options, as well for the award of RSAs, SARs, RSUs, and performance and stock bonus awards. Pursuant to the 2021 Plan, incentive stock options may be granted only to our employees. We may grant all other types of awards to our employees, directors, and consultants.

Shares Reserved. We have initially reserved 15,700,000 shares of our common stock, plus any reserved shares not issued or subject to outstanding grants under the 2013 Plan on the effective date of the 2021 Plan, for issuance pursuant to awards granted under our 2021 Plan. The number of shares reserved for issuance under our 2021 Plan will increase automatically on January 1 of each of the first ten calendar years during the term of the 2021 Plan by the number of shares equal to 5% of the aggregate number of shares of all classes of our common stock issued and outstanding as of the immediately preceding December 31, or a lesser number as may be determined by our board of directors.

In addition, the shares set forth below will again be available for issuance pursuant to awards granted under our 2021 Plan:

•shares subject to options or SARs granted under our 2021 Plan that cease to be subject to the option or SAR for any reason other than exercise of the option or SAR;

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•shares subject to awards granted under our 2021 Plan that are subsequently forfeited or repurchased by us at the original issue price;

•shares subject to awards granted under our 2021 Plan that otherwise terminate without such shares being issued;

•shares subject to awards granted under our 2021 Plan that are surrendered pursuant to an exchange program; and

•shares subject to issuance upon the exercise of options or an RSU granted under the 2013 Plan but which cease to be subject to (i) the option for any reason other than exercise of the option or (ii) the RSU for any reason other than settlement of the RSU.

The shares of common stock underlying awards granted under the 2013 Plan that are forfeited, canceled, or otherwise returned to the 2021 Plan pursuant to the foregoing will become available for grant and issuance under the 2021 Plan.

Administration. Our 2021 Plan will be administered by our compensation committee, or by our board of directors acting in place of our compensation committee. Subject to the terms and conditions of the 2021 Plan, the administrator will have the authority, among other things, to select the persons to whom awards may be granted, construe and interpret our 2021 Plan as well as to determine the terms of such awards and prescribe, amend, and rescind the rules and regulations relating to the plan or any award granted thereunder. The 2021 Plan provides that the administrator may delegate its authority, including the authority to grant awards, to one or more executive officers to the extent permitted by applicable law, provided that awards granted to non-employee directors may only be determined by our board of directors.

Options. The 2021 Plan provides for the grant of both incentive stock options intended to qualify under Section 422 of the Code, and nonqualified stock options to purchase shares of our common stock at a stated exercise price. Incentive stock options may only be granted to employees, including officers and directors who are also employees. The exercise price of stock options granted under the 2021 Plan must be at least equal to the fair market value of our common stock on the date of grant. Incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of our capital stock must have an exercise price of at least 110% of the fair market value of our common stock on the date of grant.

Options may vest based on service or achievement of performance conditions, as determined by the administrator. The administrator may provide for options to be exercised only as they vest or to be immediately exercisable, with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. In the event of a participant’s termination of service, an option is generally exercisable, to the extent vested, for a period of three months, 12 months in the case of termination due to the participant’s death or disability, or such period as the administrator may provide, but in any event no later than the expiration date of the stock option. Stock options generally terminate upon a participant’s termination of employment for cause. The maximum term of options granted under our 2021 Plan is ten years from the date of grant, except that the maximum permitted term of incentive stock options granted to an individual who holds, directly or by attribution, more than ten percent of the total combined voting power of all classes of our capital stock is five years from the date of grant.

Restricted Stock Awards. An RSA is an offer by us to grant or sell shares of our common stock subject to restrictions, which may lapse based on the satisfaction of service or achievement of performance conditions. The price, if any, of an RSA will be determined by the administrator. Holders of RSAs, unlike holders of options, will have the right to vote and any dividends or distributions paid with respect to such shares will be subject to the same vesting terms and other restrictions as the RSA and will be accrued and paid when the vesting terms on such shares lapse. Unless otherwise determined by the administrator, vesting will cease on the date the participant no longer provides services to us and unvested shares may be forfeited to or repurchased by us.

Stock Appreciation Rights. A SAR provides for a payment, in cash or shares of our common stock (up to a specified maximum of shares, if determined by the administrator), to the participant based upon the difference between the fair market value of our common stock on the date of exercise and a predetermined exercise price,

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multiplied by the number of shares. The exercise price of a SAR must be at least the fair market value of a share of our common stock on the date of grant. SARs may vest based on service or achievement of performance conditions. No SAR may have a term that is longer than ten years from the date of grant.

Restricted Stock Units. RSUs represent the right to receive the value of shares of our common stock at a specified date in the future and may be subject to vesting based on service or achievement of performance conditions. RSUs may be settled in cash, shares of our common stock, or a combination of both as soon as practicable following vesting or on a later date subject to the terms of the 2021 Plan. No RSU may have a term that is longer than ten years from the date of grant.

Performance Awards. Performance awards granted pursuant to the 2021 Plan may be in the form of an award of performance shares or performance units denominated in shares of our common stock that may be settled in cash, property, or by issuance of those shares, subject to the satisfaction or achievement of specified performance conditions.

Stock Bonus Awards. A stock bonus award provides for payment in the form of cash, shares of our common stock, or a combination thereof, based on the fair market value of shares subject to such award as determined by the administrator. The awards may be granted as consideration for services already rendered, or at the discretion of the administrator, may be subject to vesting restrictions based on continued service or performance conditions.

Dividend Equivalent Rights. Dividend equivalent rights may be granted at the discretion of the administrator and represent the right to receive the value of dividends, if any, paid by us in respect of the number of shares of our common stock underlying an award. Dividend equivalent rights will be subject to the same vesting or performance conditions as the underlying award and will be paid only when the underlying award becomes vested or may be deemed to have been reinvested by us. Dividend equivalent rights, if any, will be credited to participants in the form of additional whole shares.

Change of Control. Our 2021 Plan provides that, in the event of a corporate transaction that constitutes a change of control of our company under the terms of the plan, outstanding awards will be subject to the agreement evidencing the change of control, which need not treat all outstanding awards in an identical manner, and may include one or more of the following: (i) the continuation of the outstanding awards; (ii) the assumption of the outstanding awards by the surviving corporation or its parent; (iii) the substitution by the surviving corporation or its parent of new options or equity awards for the outstanding awards; (iv) the full or partial acceleration of exercisability or vesting or lapse of our right to repurchase or other terms of forfeiture and accelerated expiration of the award; or (v) the settlement of the full value of the outstanding awards (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity with a fair market value equal to the required amount, as determined in accordance with the 2021 Plan, which payments may be deferred until the date or dates the award would have become exercisable or vested. Notwithstanding the foregoing, upon a change of control, the vesting of all awards granted to our independent directors (as defined in the 2021 Plan) will accelerate and such awards will become exercisable, to the extent applicable, and vested in full immediately prior to the consummation of the change of control.

Adjustment. In the event of a change in the number or class of outstanding shares of our common stock without consideration by reason of a stock dividend, extraordinary dividend or distribution, recapitalization, stock split, reverse stock split, subdivision, combination, consolidation reclassification, spin-off, or similar change in our capital structure, proportional adjustments will be made to (i) the number and class of shares reserved for issuance under our 2021 Plan; (ii) the exercise prices, number and class of shares subject to outstanding options or SARs; and (iii) the number and class of shares subject to other outstanding awards, subject to any required action by the board or our stockholders and compliance with applicable laws.

Exchange, Repricing, and Buyout of Awards. The administrator may, without prior stockholder approval, (i) reduce the exercise price of outstanding options or SARs without the consent of any participant and (ii) pay cash or issue new awards in exchange for the surrender and cancellation of any, or all, outstanding awards, subject to the consent of any affected participant to the extent required by the terms of the 2021 Plan.

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Director Compensation Limits. No independent director may receive awards under our 2021 Plan with a grant date value that when combined with cash compensation received for his or her service as a director, exceed $750,000 in a calendar year or $1,000,000 in the calendar year of his or her initial services as an independent director on our board of directors.

Clawback; Transferability. All awards will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by our board of directors or required by law during the term of service of the participant, to the extent set forth in such policy or applicable agreement. Except in limited circumstances, awards granted under our 2021 Plan may generally not be transferred in any manner other than by will or by the laws of descent and distribution.

Sub-plans. Subject to the terms of the 2021 Plan, the plan administrator may establish a sub-plan under the 2021 Plan and/or modify the terms of awards granted to participants outside of the United States to comply with any laws or regulations applicable to any such jurisdiction.

Amendment and Termination. Our board of directors may amend our 2021 Plan at any time, subject to stockholder approval as may be required. Our 2021 Plan will terminate ten years from the date our board of directors adopts the plan, unless it is terminated earlier by our board of directors. No termination or amendment of the 2021 Plan may adversely affect any then-outstanding award without the consent of the affected participant, except as is necessary to comply with applicable laws or as otherwise provided by the terms of the 2021 Plan.

2021 Employee Stock Purchase Plan

In October 2021, our board of directors and our stockholders approved our 2021 Employee Stock Purchase Plan (the 2021 ESPP) that will become effective upon the date the registration statement of which this prospectus forms a part becomes effective to enable eligible employees to purchase shares of our common stock with accumulated payroll deductions. Our 2021 ESPP is intended to qualify under Section 423 of the Code, provided that the administrator may adopt sub-plans under our 2021 ESPP designed to be outside of the scope of Section 423 for participants who are non-U.S. residents.

We have initially reserved 3,100,000 shares of our common stock for issuance and sale under our 2021 ESPP. The number of shares reserved for issuance and sale under our 2021 ESPP will increase automatically on January 1 of each of the first ten calendar years during the term of the 2021 ESPP by the number of shares equal to 1% of the aggregate number of shares of all classes of our common stock issued and outstanding as of the immediately preceding December 31, or a lesser number as may be determined by our board of directors. Subject to stock splits, recapitalizations, or similar events, no more than 31,000,000 shares of our common stock may be issued over the term of our 2021 ESPP.

Administration. Our 2021 ESPP will be administered by our compensation committee, or by our board of directors acting in place of our compensation committee, subject to the terms and conditions of our 2021 ESPP. Among other things, the administrator will have the authority to determine eligibility for participation in our 2021 ESPP, designate separate offerings under the plan, and construe, interpret, and apply the terms of the plan.

Eligibility. Employees eligible to participate in any offering pursuant to our 2021 ESPP generally include any employee that is employed by us or certain of our designated subsidiaries at the beginning of the offering period. However, the administrator may exclude employees who have been employed for less than two years, are customarily employed for 20 hours or less per week, are customarily employed for five months or less in a calendar year or certain highly compensated employees as determined in accordance with applicable tax laws. In addition, any employee who owns (or is deemed to own because of attribution rules) 5% or more of the total combined voting power or value of all classes of our capital stock, or the capital stock of one of our qualifying subsidiaries, or who will own such amount because of participation in our 2021 ESPP, will not be eligible to participate in our 2021 ESPP. The administrator may impose additional restrictions on eligibility from time to time.

Offerings. Under our 2021 ESPP, eligible employees will be offered the option to purchase shares of our common stock at a discount over a series of offering periods through accumulated payroll deductions over the period. Each offering period may itself consist of one or more purchase periods. No offering period may be longer

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than 27 months. The purchase price for shares purchased under our 2021 ESPP during any given purchase period will be 85% of the lesser of the fair market value of our common stock on (i) the first day of the applicable offering period or (ii) the last day of the purchase period.

No participant may purchase more than 2,500 shares of our common stock during any one purchase period, and may not subscribe for more than $25,000 in fair market value of shares of our common stock (determined as of the date the offering period commences) in any calendar year in which the offering is in effect. The administrator in its discretion, may set a lower maximum number of shares which may be purchased.

Adjustments Upon Recapitalization. If the number of outstanding shares of our common stock is changed by stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, or similar change in our capital structure without consideration, then the administrator will proportionately adjust the number and class of common stock that is available under our 2021 ESPP, the purchase price and number of shares any participant has elected to purchase as well as the maximum number of shares which may be purchased by participants.

Change of Control. If we experience a change of control transaction as determined under the terms of our 2021 ESPP, any offering period then in effect will be shortened and terminated on a final purchase date established by the administrator. The final purchase date will occur on or prior to the effective date of a change of control transaction, and our 2021 ESPP will terminate on the closing of the change of control.

Transferability. Participants may generally not assign, transfer, pledge, or otherwise dispose of payroll deductions credited to his or her account, or any rights with regard to an election to purchase shares pursuant to our 2021 ESPP other than by will or the laws of descent or distribution.

Amendment; Termination. Our board of directors or compensation committee may amend, suspend, or terminate our 2021 ESPP at any time without stockholder consent, except as to the extent such amendment would increase the number of shares available for issuance under our 2021 ESPP, change the class or designation of employees eligible for participation in the plan or otherwise as required by law. If our 2021 ESPP is terminated, the administrator may elect to terminate all outstanding offering periods immediately, upon the next purchase date (which may be sooner than originally scheduled) or upon the last day of such offering period. If any offering period is terminated prior to its scheduled completion, all amounts credited to participants which have not been used to purchase shares will be returned to participants as soon as administratively practicable. Unless earlier terminated, our 2021 ESPP will terminate upon the earlier to occur of the issuance of all shares of common stock reserved for issuance under our 2021 ESPP, or the tenth anniversary of the effective date.

Welfare and Other Benefits

We provide health, dental, vision, life, and disability insurance benefits to our named executive officers, on the same terms and conditions as provided to all other eligible U.S. employees.

We also sponsor a broad-based 401(k) plan intended to provide eligible U.S. employees with an opportunity to defer eligible compensation up to certain annual limits. As a tax-qualified retirement plan, contributions (if any) made by us are deductible by us when made, and contributions and earnings on those amounts are generally not taxable to the employees until withdrawn or distributed from the 401(k) plan. Our named executive officers are eligible to participate in our employee benefit plans, including our 401(k) plan, on the same basis as our other employees.

Limitations on Liability and Indemnification Matters

Our restated certificate of incorporation that will become effective in connection with this offering contains provisions that will limit the liability of our directors for monetary damages to the fullest extent permitted by the DGCL. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

•any breach of the director’s duty of loyalty to us or our stockholders;

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•any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

•unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

•any transaction from which the director derived an improper personal benefit.

Our restated certificate of incorporation and our restated bylaws that will become effective in connection with this offering will require us to indemnify our directors and officers to the maximum extent not prohibited by the DGCL and allow us to indemnify other employees and agents as set forth in the DGCL. Subject to certain limitations, our restated bylaws will also require us to advance expenses incurred by our directors and officers for the defense of any action for which indemnification is required or permitted, subject to very limited exceptions.

We have entered, and intend to continue to enter, into separate indemnification agreements with our directors, officers and certain of our other employees. These agreements, among other things, require us to indemnify our directors, officers, and key employees for certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts actually and reasonably incurred by such director, officer or key employee in any action or proceeding arising out of their service to us or any of our subsidiaries or any other company or enterprise to which the person provides services at our request. Subject to certain limitations, our indemnification agreements also require us to advance expenses incurred by our directors, officers, and key employees for the defense of any action for which indemnification is required or permitted.

We believe that these provisions in our restated certificate of incorporation and indemnification agreements are necessary to attract and retain qualified persons such as directors, officers, and key employees. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our restated certificate of incorporation and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breaches of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, executive officers or persons controlling us, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than compensation arrangements for our directors and executive officers, which are described elsewhere in this prospectus, we describe below transactions and series of similar transactions since January 1, 2018, to which we were a party or will be a party, in which the amounts involved exceeded or will exceed $120,000 and any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest.

Series E Convertible Preferred Stock Financing

In February 2019, we issued and sold an aggregate of 9,743,564 shares of Series E convertible preferred stock at a purchase price of $2.2579 per share, for aggregate consideration of approximately $22.0 million. In connection with the completion of this offering, these shares of Series E convertible preferred stock will convert automatically into 9,743,564 shares of our common stock.

The purchasers of our Series E convertible preferred stock are entitled to specified registration rights. See “Description of Capital Stock—Registration Rights” for additional information. The following table summarizes the Series E convertible preferred stock purchased by members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock. The terms of these purchases were the same for all purchasers of our Series E convertible preferred stock. See “Principal Stockholders” for more details regarding the shares held by these entities.


Name of Stockholder	Number of Series E Convertible Preferred Stock	Total Purchase Price ($)
Entities affiliated with Accel(1)	2,878,780	6,499,997
Entities affiliated with Greenspring Associates(2)	2,214,445	4,999,995
Entities affiliated with OpenView Venture Partners(3)	683,399	1,543,047

________________

(1)Consists of 2,585,433 shares of our Series E preferred stock purchased by Accel Growth Fund III LP, 122,060 shares of our Series E preferred stock purchased by Accel Growth Fund III Strategic Partners LP, and 171,287 shares of our Series E preferred stock purchased by Accel Growth Fund Investors 2014 LLC (collectively, Accel). Accel collectively holds more than 5% of our outstanding capital stock. Andrew Braccia is a member of our board of directors and is a partner at Accel.

(2)Consists of 187,823 shares of our Series E preferred stock purchased by Greenspring Global Partners VII-A LP, 18,120 shares of our Series E preferred stock purchased by Greenspring Global Partners VII-C LP, 281,677 shares of our Series E preferred stock purchased by Greenspring Opportunities III LP, and 1,726,825 shares of our Series E preferred stock purchased by Greenspring Secondaries Fund III, L.P., (collectively, Greenspring Associates). Greenspring Associates collectively holds more than 5% of our outstanding capital stock.

(3)Consists of 21,634 shares of our Series E preferred stock purchased by OpenView Affiliates Fund IV LP and 661,765 shares of our Series E preferred stock purchased by OpenView Venture Partners IV LP (collectively, OpenView Venture Partners). OpenView Venture Partners collectively holds more than 5% of our outstanding capital stock.

Series F Convertible Preferred Stock Financing

In February 2020, we issued and sold an aggregate of 29,914,217 shares of Series F convertible preferred stock at a purchase price of $3.342892 per share, for aggregate consideration of approximately $100.0 million. In connection with the completion of this offering, these shares of Series F convertible preferred stock will convert automatically into 29,914,217 shares of our common stock.

The purchasers of our Series F convertible preferred stock are entitled to specified registration rights. See “Description of Capital Stock—Registration Rights” for additional information. The following table summarizes the Series F convertible preferred stock purchased by members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock. The terms of these purchases were the same for all purchasers of our

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Series F convertible preferred stock. See “Principal Stockholders” for more details regarding the shares held by these entities.


Name of Stockholder	Number of Series F Convertible Preferred Stock	Total Purchase Price ($)
Entities affiliated with Accel(1)	4,439,486	14,840,722
Entities affiliated with Insight Partners(2)	22,435,663	74,999,998
Greenspring Secondary Fund III, L.P.(3)	1,672,741	5,591,793
Entities affiliated with OpenView Venture Partners(4)	1,366,327	4,567,484

________________

(1)Consists of 3,987,103 shares of our Series F preferred stock purchased by Accel Growth Fund III LP, 188,234 shares of our Series F preferred stock purchased by Accel Growth Fund III Strategic Partners LP, and 264,149 shares of our Series F preferred stock purchased by Accel Growth Fund Investors 2014 LLC (collectively, Accel). Accel collectively holds more than 5% of our outstanding capital stock. Andrew Braccia is a member of our board of directors and is a partner at Accel.

(2)Consists of 10,220,232 shares of our Series F preferred stock held by Insight Partners (Cayman) XI, L.P., 1,304,945 shares of our Series F preferred stock held by Insight Partners (Delaware) XI, L.P., 1,212,188 shares of our Series F preferred stock held by Insight Partners (EU) XI, S.C. Sp., 214,105 shares of our Series F preferred stock held by Insight Partners XI (Co-Investors) (B), L.P., 155,343 shares of our Series F preferred stock held by Insight Partners XI (Co-Investors), L.P., and 9,328,850 shares of our Series F preferred stock held by Insight Partners XI, L.P. Insight Partners collectively holds more than 5% of our outstanding capital stock.

(3)Greenspring Secondary Fund III, L.P. holds 1,672,741 shares of our Series F preferred stock, and together with its affiliated funds, holds more than 5% of our outstanding capital stock.

(4)Consists of 43,254 shares of our Series F preferred stock purchased by OpenView Affiliates Fund IV LP and 1,323,073 shares of our Series F preferred stock purchased by OpenView Venture Partners IV LP (collectively, OpenView Venture Partners). OpenView Venture Partners collectively holds more than 5% of our outstanding capital stock.

Employment Arrangement with an Immediate Family Member of Our Chief Revenue Officer

Brad Satterwhite, the son of David A. Satterwhite, our Chief Revenue Officer, has served as our Senior Director, Business Operations, reporting to our Chief Operating Officer, since January 2021, and previously served as our Director, Business Operations, reporting to our Chief Operating Officer, from June 2020 to January 2021. For 2020 and the six months ended June 30, 2021, Mr. Satterwhite’s annual base salary was $182,000 and $188,000, respectively, in addition to equity and annual bonus payments. Mr. Satterwhite’s compensation was based on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees in similar positions who were not related to our Chief Revenue Officer. Mr. Satterwhite was also eligible for equity awards on the same general terms and conditions as applicable to employees in similar positions who were not related to our Chief Revenue Officer.

Eric Wieber, the son-in-law of David A. Satterwhite, our Chief Revenue Officer, has served as our Senior Quality Engineer, reporting to our Chief Technology Officer organization, since May 2021, and previously served as our Senior Test Engineer, reporting to our Chief Technology Officer organization, from November 2018 to May 2021. For 2019 and the six months ended June 30, 2021, Mr. Wieber’s annual base salary was $115,000 and $125,580, respectively, in addition to equity compensation in 2019. Mr. Wieber’s compensation was based on reference to external market practice of similar positions or internal pay equity when compared to the compensation paid to employees in similar positions who were not related to our Chief Revenue Officer. Mr. Wieber was also eligible for equity awards on the same general terms and conditions as applicable to employees in similar positions who were not related to our Chief Revenue Officer.

Investors’ Rights Agreement

We have entered into an amended and restated investors’ rights agreement with certain holders of our convertible preferred stock, including entities with which certain of our directors are affiliated. These stockholders are entitled to rights with respect to the registration of their shares following this offering. For a description of these registration rights, see “Description of Capital Stock—Registration Rights.”

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Lease Arrangements

We previously had two lease agreements for certain office spaces in San Francisco with Metrovation, LLC, which entity owns the buildings from which we leased this space. Our director, Darrell Benatar, is a member of Metrovation, LLC. The lease terms were considered to be consistent with market rates. We paid $346,174, and $953,162, $968,820, and $1,020,563 of rent under these lease agreements for the first quarter of 2021 and for the years ended December 31, 2018, 2019, and 2020, respectively. We terminated these lease agreements in April 2021 and have no further commitments under the agreements.

Indemnification Agreements

We have entered into indemnification agreements with each of our executive officers and directors, including those affiliated with certain of our 5% stockholders. The indemnification agreements and our restated bylaws will require us to indemnify our directors to the fullest extent not prohibited by DGCL. Subject to very limited exceptions, our restated bylaws will also require us to advance expenses incurred by our directors and officers. For more information regarding these agreements, see “Executive Compensation—Limitations on Liability and Indemnification Matters.”

Policies and Procedures for Related-Person Transactions

Following the completion of this offering, our audit committee will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are transactions between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. Upon completion of this offering, our policy regarding transactions between us and related persons will provide that a related person is defined as a director, executive officer, nominee for director or greater than 5% beneficial owner of our securities, in each case since the beginning of the most recently completed year, and any of their immediate family members. Our audit committee charter that will be in effect upon completion of this offering will provide that our audit committee shall review and approve or disapprove any related party transactions.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of June 30, 2021, and as adjusted to reflect the sale of our common stock in this offering assuming no exercise of the underwriters’ over-allotment option, for:

•each of our named executive officers;

•each of our directors;

•all of our current directors and executive officers as a group; and

•each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of common stock that they beneficially owned, subject to applicable community property laws.

Applicable percentage ownership is based on 129,791,239 shares of our common stock outstanding as of June 30, 2021 and assumes the Capital Stock Conversion. For purposes of the table below, we have assumed that shares of common stock will be issued in this offering. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options and RSUs held by that person or entity that are currently exercisable or settleable or that will become exercisable or settleable within 60 days of June 30, 2021. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner in the table below is c/o UserTesting, Inc., 144 Townsend Street, San Francisco, California 94107.


	Shares Beneficially Owned Before this Offering			Shares Beneficially Owned After this Offering
Name of Beneficial Owner	Shares	%		Shares	%
Named Executive Officers and Directors:
Andy MacMillan(1)	4,976,695	3.7	%
David A. Satterwhite(2)	995,338	*
Kaj van de Loo(3)	560,833	*
Darrell Benatar(4)	7,176,674	5.5	%
Andrew Braccia(5)	29,760,041	23.0	%
Tatyana Mamut(6)	25,277	*
Shannon Nash(7)	10,833	*
Cynthia Russo(8)	10,833	*
Alexander Wong(9)	11,624,466	9.0	%
All executive officers and directors as a group (13 persons)(10)	56,753,956	41.3	%
Other 5% or Greater Stockholders:
Entities affiliated with Accel(11)	29,760,041	23.0	%
Entities affiliated with Greenspring Secondaries Fund IV, L.P.(12)	24,868,471	19.2	%
Entities affiliated with Insight Partners(13)	22,435,663	17.3	%
Entities affiliated with OpenView Venture Partners IV LP(14)	9,159,154	7.1	%

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	Shares Beneficially Owned Before this Offering			Shares Beneficially Owned After this Offering
Name of Beneficial Owner	Shares	%		Shares	%
Topiary Capital Fund I, LP(15)	11,624,466	9.0	%
Entities affiliated with Inspiration Ventures, L.P.(16)	6,622,210	5.1	%

________________

*Represents beneficial ownership of less than one percent.

(1)Represents 4,976,695 shares underlying options to purchase common stock that are exercisable within 60 days of June 30, 2021.

(2)Represents (i) 224,718 shares of common stock and (ii) 770,620 shares underlying options to purchase common stock that are exercisable within 60 days of June 30, 2021.

(3)Represents (i) 246,078 shares of common stock and (ii) 314,755 shares underlying options to purchase common stock that are exercisable within 60 days of June 30, 2021.

(4)Represents (i) 6,176,674 shares owned by The D&L Benatar 2014 Revocable Trust and (ii) 500,000 shares of common stock held by each of The Isabel C Benatar Irrevocable Trust and The Maya E Benatar Irrevocable Trust. Mr. Benatar is the manager and lifetime beneficiary of The D&L Benatar 2014 Revocable Trust and may be deemed to have beneficial ownership over the shares held by The D&L Benatar 2014 Revocable Trust. Mr. Benatar is a trustee of The Isabel C Benatar Irrevocable Trust and The Maya E Benatar Irrevocable Trust.

(5)See footnote (11) for shares held by the entities affiliated with Accel. Mr. Braccia, a managing member of Accel, is a member of our board of directors.

(6)Represents 25,277 shares of common stock subject to options that are exercisable within 60 days of June 30, 2021.

(7)Represents 10,833 shares of common stock subject to options that are exercisable within 60 days of June 30, 2021.

(8)Represents 10,833 shares of common stock subject to options that are exercisable within 60 days of June 30, 2021.

(9)See footnote (15) for shares held by Topiary Capital Fund I, LP. Dr. Wong, the managing director of Topiary Capital, is a member of our board of directors.

(10)Represents (i) 19,518,936 shares of common stock and (ii) 7,474,979 shares underlying options to purchase common stock that are exercisable within 60 days of June 30, 2020.

(11)Represents 26,727,498 shares of our common stock held by Accel Growth Fund III LP, or Accel III, 1,261,825 shares of our common stock held by Accel Growth Fund III Strategic Partners LP, or Accel III Partners, and 1,770,718 shares of our common stock held by Accel Growth Fund Investors 2014 LLC, or Accel 2014. Accel Growth Fund III Associates L.L.C. is the general partner of each of Accel III and Accel III Partners. The managing members of Accel Growth Fund III Associates L.L.C. are Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney, and Richard Wong. Accel Growth Fund III Associates L.L.C. has sole voting and dispositive power with regard to the shares held by Accel III and Accel III Partners, and its managing members share such powers. The managing members of Accel 2014 are Andrew Braccia, Sameer Gandhi, Ping Li, Tracy Sedlock, Ryan Sweeney, and Richard Wong, all of whom share voting and dispositive power with regard to the shares held by Accel 2014. The address for each of these entities is 500 University Avenue, Palo Alto, California 94301.

(12)Represents 2,860,390 shares of our common stock held by Greenspring Global Partners VII-A LP (GGP VII-A), 275,958 shares of our common stock held by Greenspring Global Partners VII-C LP (GGP VII-C), 4,677,285 shares of our common stock held by Greenspring Opportunities III LP (GO III), 5,204,266 shares of our common stock held by Greenspring Secondaries Fund III, LP (GSF III), 7,973,597 shares of our common stock held by Greenspring Secondaries Fund IV, L.P. (GSF IV), 275,576 shares of our common stock held by Greenspring Secondaries Fund IV-D, L.P. (GSF IV-D), 382,309 shares of our common stock held by Greenspring Secondaries Fund IV-K, L.P. (GSF IV-K), and 3,219,090 shares of our common stock held by Greenspring SPV UT, L.P. (GSPV and, collectively with GGP VII-A, GGP VII-C, GO III, GSF III, GSF IV, GSF IV-D, and GSF IV-K, the Greenspring Funds). Greenspring Associates, LLC (Greenspring) is the investment manager of each of the Greenspring Funds. Greenspring has voting and dispositive power over the shares held by the Greenspring Funds pursuant to each Greenspring Fund’s limited partnership agreement and certain investment management agreements to which Greenspring and such Greenspring Funds are parties. Each of C. Ashton Newhall and James Lim may be deemed to have voting and dispositive power with respect to the shares held by the Greenspring Funds. Each of Greenspring, C. Ashton Newhall, and James Lim disclaims beneficial ownership of such shares, except to the extent of its or his proportionate pecuniary interest therein, if any. The address of each of the Greenspring Funds, Greenspring, C. Ashton Newhall, and James Lim is 100 Painters Mill Road, Suite 700, Owings Mills, Maryland 21117.

(13)Represents 10,220,232 shares of our common stock held by Insight Partners (Cayman) XI, L.P., 1,304,945 shares of our common stock held by Insight Partners (Delaware) XI, L.P., 1,212,188 shares of our common stock held by Insight Partners (EU) XI, S.C.Sp., 214,105 shares of our common stock held by Insight Partners XI (Co-Investors) (B), L.P., 155,343 shares of our common stock held by Insight Partners XI (Co-Investors), L.P., and 9,328,850 shares of our common stock held by Insight Partners XI, L.P. (collectively, the Fund XI Funds), each of which is indirectly controlled by Insight Holdings Group, LLC (Insight Holdings). Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman, and Michael Triplett is a member of the board of managers of Insight Holdings and may be deemed to have shared voting and dispositive power over

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the shares held by each of the Fund XI Funds. The foregoing is not an admission by any of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman, or Michael Triplett that he is the beneficial owner of the shares held by the Fund XI Funds. The address for each of the foregoing persons is 1114 Avenue of the Americas, 36th Floor, New York, NY 10036.

(14)Represents 289,952 shares of our common stock held by OpenView Affiliates Fund IV LP and 8,869,202 shares of our common stock held by OpenView Venture Partners IV LP. The general partner of OpenView Affiliates Fund IV LP and OpenView Venture Partners IV LP is OpenView General Partner IV, LP. Scott Maxwell, Dan Demmer, John Craven, Blake Bartlett, Ricky Pelletier, Brian Carthas, Dan Heck, Tom Holohan, Tim Keebler, and Sanjiv Kalevar are members of the investment committee of OpenView General Partner IV, LP and may be deemed to have shared voting, investment, and dispositive power with respect to the shares held by these entities. The address of each of these entities is 303 Congress Street, Boston, Massachusetts 02210.

(15)Represents 11,624,466 shares of our common stock held by Topiary Capital Fund I, LP (Topiary LP). Topiary Capital Fund I GP, LLC (Topiary GP) is the general partner of Topiary LP and may be deemed to have sole voting and investment power over the shares held by Topiary LP. Alexander Wong is the managing director of Topiary GP and may be deemed to have sole voting and investment power over the shares held by Topiary LP. The address for each of Topiary LP and Topiary GP is c/o Topiary Capital Management Company, 330 E. Liberty St., Lower Level, Ann Arbor, Michigan 48104.

(16)Represents 4,308,800 shares of our common stock held by Inspiration Ventures, L.P., 1,709,965 shares of our common stock held by Inspiration Ventures Secondary Fund I, L.P., and 603,445 shares of our common stock held by UT 2016, LP. The general partner of Inspiration Ventures, L.P., Inspiration Ventures Secondary Fund I, L.P. and UT 2016, LP is Inspiration Capital Partners LLC. The managing members of Inspiration Capital Partners LLC are Gady Nemirovsky and Robert Fanini, all of whom share voting and dispositive power with regard to the shares held by Inspiration Capital Partners LLC. The address for each of these entities is 330 Primrose Road, Suite 612, Burlingame, CA 94010.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes the most important terms of our capital stock, as they will be in effect following this offering. Because it is only a summary, it does not contain all the information that may be important to you. We expect to adopt a restated certificate of incorporation and restated bylaws that will become effective immediately prior to the completion of this offering, and this description summarizes provisions that are expected to be included in these documents. For a complete description, you should refer to our restated certificate of incorporation, restated bylaws, and our amended and restated investors’ rights agreement, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law.

Upon the completion of this offering, our authorized capital stock will consist of 2,000,000,000 shares of our common stock, $0.0001 par value per share, and 10,000,000 shares of undesignated preferred stock, $0.0001 par value per share.

Assuming the occurrence of the Capital Stock Conversion, as of June 30, 2021, there were outstanding:

•129,791,239 shares of our common stock, held by 331 stockholders of record; and

•24,447,654 shares of our common stock issuable upon exercise of outstanding stock options.

Subsequent to June 30, 2021, we granted options to purchase 969,800 shares of common stock and RSUs settleable for 2,156,000 shares of common stock.

Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of convertible preferred stock outstanding at the time, the holders of shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See “Dividend Policy” for additional information.

Voting Rights

Holders of shares of our common stock are entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our restated certificate of incorporation. Accordingly, holders of a majority of the shares of our common stock will be able to elect all of our directors.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our liquidation, dissolution, or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Preferred Stock

Following this offering, our board of directors will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our stockholders. Our board

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of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in our control and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

Options

As of June 30, 2021, we had outstanding options to purchase an aggregate of 24,447,654 shares of our common stock, with a weighted-average exercise price of $1.39 per share. Subsequent to June 30, 2021, we granted options to purchase 969,800 shares of our common stock under our 2013 Plan, with a weighted-average exercise price of $4.76 per share.

Restricted Stock Units

As of June 30, 2021, we had no outstanding RSUs. Subsequent to June 30, 2021, we granted RSUs to be settled for an aggregate of 2,156,000 shares of our common stock under our 2013 Plan.

Registration Rights

Following the completion of this offering, the holders of an aggregate of 120,365,635 shares of our common stock or their permitted transferees will be entitled to rights with respect to the registration of these shares under the Securities Act. These rights are provided under the terms of an amended and restated investors’ rights agreement between us and the holders of these shares, which was entered into in connection with our convertible preferred stock financings, and include demand registration rights, Form S-3 registration rights and piggyback registration rights. In any registration made pursuant to such amended and restated investors’ rights agreement, all fees, costs, and expenses of underwritten registrations will be borne by us and all selling expenses, including estimated underwriting discounts, selling commissions, and stock transfer taxes, will be borne by the holders of the shares being registered.

The registration rights terminate five years following the completion of this offering or, with respect to any particular stockholder, at the time that stockholder holds less than 1% of our outstanding capital stock and such stockholder can sell all of its shares during any 90-day period pursuant to Rule 144 of the Securities Act.

Demand Registration Rights

The holders of an aggregate of 120,365,635 shares of our common stock, or their permitted transferees, are entitled to demand registration rights. Under the terms of the amended and restated investors’ rights agreement, we will be required, upon the written request of holders of at least a majority of the shares that are entitled to registration rights under the amended and restated investors’ rights agreement, to register, as soon as practicable, (i) at least 30% of the then-outstanding registrable securities of such holders for public resale or (ii) a lesser percentage of such registrable securities for public resale if the aggregate offering price, net of underwriting discount and commissions, would exceed $20.0 million. We are required to effect only two registrations pursuant to this provision of the amended and restated investors’ rights agreement. We may postpone the filing of a registration statement once for up to 180 days in a 12-month period if our board of directors determines that the filing would be materially detrimental to us. We are not required to effect a demand registration under certain additional circumstances specified in the amended and restated investors’ rights agreement, including during the period starting with 60 days prior to our good faith estimate of the date of filing and ending on a date 180 days after the effective date of certain of our offerings.

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Form S-3 Registration Rights

The holders of an aggregate of 120,365,635 shares of our common stock, or their permitted transferees, are also entitled to Form S-3 registration rights. The holders representing at least 25% of the then-outstanding shares having registration rights can request that we register all or part of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered is at least $2.0 million. The holders may only require us to effect at most two registration statements on Form S-3 in any 12-month period. We may postpone the filing of a registration statement on Form S-3 no more than once during any 12-month period, for a period of not more than 180 days if our board in good faith determines that the filing would be materially detrimental to us.

Piggyback Registration Rights

If we register any of our securities for public sale, holders of an aggregate of 120,365,635 shares of our common stock, or their permitted transferees, having registration rights will have the right to include their shares in the registration statement. However, this right does not apply to a registration relating to participants in any company stock plan, a registration relating to an SEC Rule 145 transaction, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the common stock, or a registration in which the only common stock being registered is common stock issuable upon conversion of debt securities that are also being registered. The underwriters of any underwritten offering will have the right to limit the number of shares registered by these holders if they determine that marketing factors require limitation, in which case the number of shares to be registered will be apportioned pro rata among these holders, according to the total amount of securities entitled to be included by each holder. However, the number of shares to be registered by these holders cannot be reduced below 20% of the total shares covered by the registration statement, other than in the initial public offering.

Anti-Takeover Provisions

The provisions of the DGCL, our restated certificate of incorporation, and our restated bylaws following this offering could have the effect of delaying, deferring, or discouraging another person from acquiring control of our company. These provisions, which are summarized below, are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and encourage persons seeking to acquire control of our company to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Section 203 of the DGCL

We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•before the stockholder became interested, our board of directors approved either the business combination or the transaction, which resulted in the stockholder becoming an interested stockholder;

•upon consummation of the transaction, which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans in some instances, but not the outstanding voting stock owned by the interested stockholder; or

•at or after the time the stockholder became interested, the business combination was approved by our board and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock, which is not owned by the interested stockholder.

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Section 203 defines a business combination to include:

•any merger or consolidation involving the corporation and the interested stockholder;

•any sale, transfer, lease, pledge, or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;

•subject to exceptions, any transaction that results in the issuance of transfer by the corporation of any stock of the corporation to the interested stockholder;

•subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and

•the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Restated Certificate of Incorporation and Restated Bylaw Provisions

Our restated certificate of incorporation and our restated bylaws will include a number of provisions that may have the effect of deterring hostile takeovers, or delaying or preventing changes in control of our management team or changes in our board of directors or our governance or policy, including the following:

•Board of Directors Vacancies. Our restated certificate of incorporation and our restated bylaws will authorize generally only our board of directors to fill vacant directorships resulting from any cause or created by the expansion of our board of directors. In addition, the number of directors constituting our board of directors may be set only by resolution adopted by a majority vote of our entire board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and gaining control of our board of directors by filling the resulting vacancies with its own nominees.

•Classified Board. Our restated certificate of incorporation and our restated bylaws will provide that our board of directors is classified into three classes of directors. The existence of a classified board of directors could delay a successful tender offeror from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential offeror. See “Management—Corporate Governance—Classified Board of Directors” for additional information.

•Directors Removed Only for Cause. Our restated certificate of incorporation will provide that stockholders may remove directors only for cause.

•Supermajority Requirements for Amendments of Our Restated Certificate of Incorporation and Restated Bylaws. Our restated certificate of incorporation will further provide that the affirmative vote of holders of at least 66 2/3% of our outstanding common stock will be required to amend certain provisions of our restated certificate of incorporation, including provisions relating to the classified board, the size of the board of directors, removal of directors, special meetings, actions by written consent and designation of our preferred stock (provided that if two-thirds of our board of directors has approved such amendment, then only the affirmative vote of holders of a majority of our outstanding common stock will be required to approve such amendment). The affirmative vote of holders of at least 66 2/3% of our outstanding common stock will be required to amend or repeal our restated bylaws (provided that if two-thirds of our board of directors has approved such amendment and submitted such amendment to our stockholders, then only the affirmative vote of holders of a majority of our outstanding common stock will be required to approve such amendment), although our restated bylaws may be amended by a simple majority vote of our board of directors.

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•Stockholder Action; Special Meetings of Stockholders. Our restated certificate of incorporation will provide that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, holders of our capital stock would not be able to amend our restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our restated bylaws. Our restated certificate of incorporation and our restated bylaws will provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors or our chief executive officer, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.

•Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our restated bylaws also will specify certain requirements regarding the form and content of a stockholder’s notice. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

•No Cumulative Voting. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our restated certificate of incorporation and restated bylaws will not provide for cumulative voting.

•Issuance of Undesignated Preferred Stock. We anticipate that after the filing of our restated certificate of incorporation, our board of directors will have the authority, without further action by the stockholders, to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock enables our board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.

Choice of Forum

In addition, our restated certificate of incorporation will provide that, to the fullest extent permitted by law, the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our restated certificate of incorporation or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. Our restated certificate of incorporation will also provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act (the Federal Forum Provision). While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court which recently found that such provisions are facially valid under Delaware law or determine that the Federal Forum Provision should be enforced in a particular case, application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. In addition, the Federal Forum Provision applies, to the fullest extent permitted by law, to suits brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a

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stockholder’s ability to bring a claim in a judicial forum of their choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our directors, officers, and other employees.

Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (800) 937-5449.

Exchange Listing

We have applied to list our common stock on the NYSE under the symbol “USER.”

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SHARES ELIGIBLE FOR FUTURE SALE

Before this offering, there has been no public market for our common stock, and we cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time.

Nevertheless, sales of substantial amounts of our common stock, including shares issued upon exercise of outstanding stock options, in the public market following this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Upon the completion of this offering, based on the 129,791,239 shares of our common stock outstanding as of June 30, 2021, we will have a total of shares of our common stock outstanding. Of these outstanding shares, all of the shares of common stock sold in this offering will be freely tradable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, only would be able to be sold in compliance with the Rule 144 limitations described below.

The remaining outstanding shares of our common stock will be deemed “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public market only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 promulgated under the Securities Act, which rules are summarized below. As a result of the lock-up and market standoff agreements described below and the provisions of our amended and restated investors’ rights agreement described in “Description of Capital

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Stock—Registration Rights,” and subject to the provisions of Rule 144 or Rule 701, shares of our common stock will be available for sale in the public market as follows:

Earliest Date Available for Sale in the Public Market

Number of Shares of Common Stock

The later of (i) the opening of trading on the second trading day on the NYSE immediately following the release of our earnings for the fiscal year ending December 31, 2021 and (ii) the opening of trading on the date that is 90 days after the date of this prospectus (the First Release Date).

Up to approximately shares of our common stock and other securities directly or indirectly convertible into or exchangeable or exercisable for our common stock (including vested and exercisable stock options outstanding as of the First Release Date, but excluding any unvested warrants, convertible securities, stock options or other equity awards issued by us as of the First Release Date), including:

•up to shares held by our current executive officers and directors, our founders (Darrell Benatar and David Garr, including their affiliated trusts and entities), and the stockholders who held shares of our preferred stock immediately prior to the consummation of the Capital Stock Conversion, comprised of:

◦up to shares, only if the closing price of our common stock is at least 10% greater than the initial public offering price per share set forth on the cover page of this prospectus for any 10 trading days out of the 15-consecutive trading day period on the NYSE ending on the closing of the first full trading day immediately prior to the First Release Date; and

◦up to an additional shares, only if the closing price of our common stock is at least 35% greater than the initial public offering price per share set forth on the cover page of this prospectus for any 10 trading days out of the 15-consecutive trading day period on the NYSE ending on the closing of the first full trading day immediately prior to the First Release Date; and

•up to shares held by our other security holders (with no condition relating to the closing price of our common stock).

The earlier of (i) immediately before the opening of trading on the second trading day on the NYSE immediately following the release of our earnings for the first fiscal quarter of the fiscal year ending December 31, 2022 and (ii) the date that is 180 days after the date of this prospectus.

All remaining shares held by our security holders not previously eligible for sale, subject to volume limitations applicable to “affiliates” under Rule 144 as described below.

Lock-Up/Market Standoff Agreements

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earlier of (i) immediately before the opening of trading on the second trading day on the NYSE immediately following the release of our earnings for the first fiscal quarter of the fiscal year ending December 31, 2022 and (ii) 180 days after the date of this prospectus (the restricted period), may not, and may not publicly disclose an intention to, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, and security holders in accordance with the rules and regulations of the SEC and securities that are convertible into or exercisable or exchangeable for our common stock) or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) with respect to us, file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock.

In the case of (1) and (2) above, the lock-up party acknowledges and agrees that the lock-up party is precluded from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the lock-up party.

These agreements are described in the section titled “Underwriters.”

Notwithstanding the foregoing, beginning on the later of (i) the opening of trading on the second trading day on the NYSE immediately following the release of our earnings for the fiscal year ending December 31, 2021 and (ii) the opening of trading on the date that is 90 days after the date of this prospectus (the First Release Date):

(a)up to 10% of the aggregate number of shares of our common stock and other securities convertible into or exercisable or exchangeable for our common stock held by our current executive officers and directors, our founders (Darrell Benatar and David Garr, including their affiliated trusts and entities), and the stockholders who held shares of our preferred stock immediately prior to the consummation of the Capital Stock Conversion (including vested and exercisable stock options outstanding as of the First Release Date, but excluding any unvested warrants, convertible securities, stock options or other equity awards issued by us as of the First Release Date) may be sold, provided that such release will occur only if the closing price of our common stock is at least 10% greater than the initial public offering price per share set forth on the cover page of this prospectus for any 10 trading days out of the 15-consecutive trading day period on the NYSE ending on the closing of the first full trading day immediately prior to the First Release Date;

(b)up to an additional 10% of the aggregate number of shares of our common stock and other securities convertible into or exercisable or exchangeable for our common stock held by our current executive officers and directors, our founders (Darrell Benatar and David Garr, including their affiliated trusts and entities), and the stockholders who held shares of our preferred stock immediately prior to the consummation of the Capital Stock Conversion (including vested and exercisable stock options outstanding as of the First Release Date, but excluding any unvested warrants, convertible securities, stock options or other equity awards issued by us as of the First Release Date) may be sold, provided that such release will occur only if the closing price of our common stock is at least 35% greater than the initial public offering price per share set forth on the cover page of this prospectus for any 10 trading days out of the 15-consecutive trading day period on the NYSE ending on the closing of the first full trading day immediately prior to the First Release Date; and

(c)up to 20% of the aggregate number of shares of our common stock and other securities convertible into or exercisable or exchangeable for our common stock held by our other security holders (other than our current executive officers and directors, our founders, and the stockholders who held shares of our preferred stock immediately prior to the consummation of the Capital Stock Conversion) (including vested

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and exercisable stock options outstanding as of the First Release Date, but excluding any unvested warrants, convertible securities, stock options or other equity awards issued by us as of the First Release Date) may be sold, without regard to the closing price of our common stock.

The remaining holders of our outstanding common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our common stock may not have entered into lock-up agreements with the underwriters and, therefore, may not be subject to the restrictions described above. These holders are subject to market standoff agreements with us that restrict their ability to transfer shares of our outstanding common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our common stock, and we will not waive any of the restrictions of such market standoff agreements during the period ending 180 days after the date of this prospectus without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC on behalf of the underwriters, provided that we may waive such restrictions to the extent consistent with the terms of the lock-up agreements with the underwriters.

As a result of the foregoing, substantially all of our outstanding common stock and securities directly or indirectly convertible into or exchangeable or exercisable for our common stock are subject to a lock-up agreement or market standoff provisions during the restricted period.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up and market standoff agreements described above, within any three-month period, a number of shares that does not exceed the greater of:

•1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering; or

•the average weekly trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectus before selling those shares pursuant to Rule 701.

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Stock Options and RSUs

As soon as practicable after the completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act covering all of the shares of our common stock subject to outstanding options, RSUs, and the shares of our common stock reserved for issuance under our equity incentive plans. In addition, we intend to file a registration statement on Form S-8 or such other form as may be required under the Securities Act for the resale of shares of our common stock issued upon the exercise of options that were not granted under Rule 701 and shares of common stock issued upon the settlement of RSUs. We expect to file this registration statement as soon as permitted under the Securities Act. However, the shares registered on Form S-8 may be subject to the volume limitations and the manner of sale, notice and public information requirements of Rule 144 and will not be eligible for resale until expiration of the lock-up and market standoff agreements to which they are subject.

Registration Rights

We have granted demand, piggyback, and Form S-3 registration rights to certain of our stockholders to sell our common stock. Registration of the sale of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. For a further description of these rights, see “Description of Capital Stock—Registration Rights.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK

The following summary describes the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our common stock acquired in this offering by Non-U.S. Holders (as defined below). This discussion does not address all aspects of U.S. federal income taxes, does not discuss the potential application of the alternative minimum tax or the Medicare contribution tax on net investment income, and does not deal with state or local taxes, U.S. federal gift or estate tax laws (except to the limited extent provided below), or any non-U.S. tax consequences that may be relevant to Non-U.S. Holders in light of their particular circumstances.

Special rules different from those described below may apply to certain Non-U.S. Holders that are subject to special treatment under the Code, such as:

•insurance companies, banks, and other financial institutions;

•tax-exempt organizations (including private foundations) and tax-qualified retirement plans;

•“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

•persons subject to special tax accounting rules as a result of any item of gross income with respect to our common stock being taken into account in an applicable financial statement;

•non-U.S. governments and international organizations;

•broker-dealers and traders in securities;

•U.S. expatriates and certain former citizens or long-term residents of the United States;

•persons that own, or are deemed to own, more than 5% of our common stock;

•“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•persons that hold our common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security,” or integrated investment or other risk reduction strategy;

•persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes);

•persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

•partnerships and other pass-through entities, and investors in such pass-through entities (regardless of their places of organization or formation).

Such Non-U.S. Holders are urged to consult their own tax advisors to determine the U.S. federal, state, local, and other tax consequences that may be relevant to them. In addition, if an entity treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, entities treated as partnerships for U.S. federal income tax purposes holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences that may be relevant to them.

Furthermore, the discussion below is based upon the provisions of the Code, Treasury regulations, rulings, and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked, or modified, possibly retroactively, and are subject to differing interpretations which could result in U.S. federal income tax consequences different from those discussed below. We have not requested a ruling from the Internal Revenue

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Service (IRS) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions or that the IRS will not take a contrary position regarding the tax consequences described herein, or that any such contrary position would not be sustained by a court.

PERSONS CONSIDERING THE PURCHASE OF OUR COMMON STOCK PURSUANT TO THIS OFFERING SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF ACQUIRING, OWNING, AND DISPOSING OF OUR COMMON STOCK IN LIGHT OF THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION, INCLUDING ANY STATE, LOCAL, OR NON-U.S. TAX CONSEQUENCES OR ANY U.S. FEDERAL NON-INCOME TAX CONSEQUENCES, AND THE POSSIBLE APPLICATION OF TAX TREATIES.

For the purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of our common stock that is not a U.S. Holder or a partnership for U.S. federal income tax purposes. A “U.S. Holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes), created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

If you are an individual non-U.S. citizen, you may be deemed to be a resident alien (as opposed to a nonresident alien) by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. Generally, for this purpose, all the days present in the current year, one-third of the days present in the immediately preceding year, and one-sixth of the days present in the second preceding year are counted.

Resident aliens are generally subject to U.S. federal income tax as if they were U.S. citizens. Individuals who are uncertain of their status as resident or nonresident aliens for U.S. federal income tax purposes are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of the ownership or disposition of our common stock.

Distributions

We do not anticipate paying any dividends on our capital stock in the foreseeable future. If we do make distributions on our common stock, however, such distributions made to a Non-U.S. Holder of our common stock will constitute dividends for U.S. tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that is applied against and reduces, but not below zero, a Non-U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or exchange of our common stock as described below under “—Gain on Disposition of Our Common Stock.”

Any distribution on our common stock that is treated as a dividend paid to a Non-U.S. Holder that is not effectively connected with the holder’s conduct of a trade or business in the United States will generally be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and the Non-U.S. Holder’s country of residence. To obtain a reduced rate of withholding under a treaty, a Non-U.S. Holder generally will be required to provide the applicable withholding agent with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or other appropriate form, certifying the Non-U.S. Holder’s entitlement to benefits under that treaty. Such form must be provided prior to the payment of dividends and must be updated periodically. If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder will be required to provide appropriate documentation to such agent. The holder’s agent will then be required to provide certification to the applicable withholding agent, either directly or through other

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intermediaries. If you are eligible for a reduced rate of U.S. withholding tax under an income tax treaty, you should consult with your own tax advisor to determine if you are able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with the IRS.

We generally are not required to withhold tax on dividends paid to a Non-U.S. Holder that are effectively connected with the holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment that the holder maintains in the United States) if a properly executed IRS Form W-8ECI, stating that the dividends are so connected, is furnished to the applicable withholding agent. In general, such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates applicable to U.S. persons. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional “branch profits tax,” which is imposed, under certain circumstances, at a rate of 30% (or such lower rate as may be specified by an applicable treaty) on the corporate Non-U.S. Holder’s effectively connected earnings and profits, subject to certain adjustments.

See also the section below titled “—Foreign Accounts” for additional withholding rules that may apply to dividends paid to certain foreign financial institutions or non-financial foreign entities.

Gain on Disposition of Our Common Stock

Subject to the discussions below under the sections titled “—Backup Withholding and Information Reporting” and “—Foreign Accounts,” a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax with respect to gain realized on a sale or other disposition of our common stock unless (1) the gain is effectively connected with a trade or business of the holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment that the holder maintains in the United States), (2) the Non-U.S. Holder is a nonresident alien individual and is present in the United States for 183 or more days in the taxable year of the disposition and certain other conditions are met, or (3) we are or have been a “United States real property holding corporation” within the meaning of Code Section 897(c)(2) at any time within the shorter of the five-year period preceding such disposition or the holder’s holding period in the common stock.

If you are a Non-U.S. Holder, gain described in (1) above will be subject to tax on the net gain derived from the sale at the regular U.S. federal income tax rates applicable to U.S. persons. If you are a corporate Non-U.S. Holder, gain described in (1) above may also be subject to the additional branch profits tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. If you are an individual Non-U.S. Holder described in (2) above, you will be required to pay a flat 30% tax on the gain derived from the sale, which gain may be offset by certain U.S. source capital losses (even though you are not considered a resident of the United States), provided you have timely filed U.S. federal income tax returns with respect to such losses. With respect to (3) above, in general, we would be a United States real property holding corporation if United States real property interests (as defined in the Code and the Treasury Regulations) comprised (by fair market value) at least half of our assets. We believe that we are not, and do not anticipate becoming, a United States real property holding corporation. However, there can be no assurance that we will not become a United States real property holding corporation in the future. Even if we are treated as a United States real property holding corporation, gain realized by a Non-U.S. Holder on a disposition of our common stock will not be subject to U.S. federal income tax so long as (1) the Non-U.S. Holder owned, directly, indirectly, and constructively, no more than 5% of our common stock at all times within the shorter of (i) the five-year period preceding the disposition or (ii) the holder’s holding period and (2) our common stock is regularly traded on an established securities market for purposes of the relevant rules. There can be no assurance that our common stock will qualify as regularly traded on an established securities market for this purpose.

U.S. Federal Estate Tax

The estates of nonresident alien individuals generally are subject to U.S. federal estate tax on property with a U.S. situs. Because we are a U.S. corporation, our common stock will be U.S. situs property and, therefore, will be included in the taxable estate of a nonresident alien decedent, unless an applicable estate tax treaty between the United States and the decedent’s country of residence provides otherwise. The terms “resident” and “nonresident” are defined differently for U.S. federal estate tax purposes than for U.S. federal income tax purposes. Investors are

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urged to consult their own tax advisors regarding the U.S. federal estate tax consequences of the ownership or disposition of our common stock.

Backup Withholding and Information Reporting

Generally, we or an applicable withholding agent must report information to the IRS with respect to any distributions we pay on our common stock, including the amount of any such distributions, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such distributions are paid. Pursuant to tax treaties or certain other agreements, the IRS may make its reports available to tax authorities in the recipient’s country of residence.

Dividends paid by us (or our paying agents) to a Non-U.S. Holder may also be subject to U.S. backup withholding. U.S. backup withholding generally will not apply to a Non-U.S. Holder who provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise establishes an exemption, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a U.S. person.

Under current U.S. federal income tax law, U.S. information reporting and backup withholding requirements generally will apply to the proceeds of a disposition of our common stock effected by or through a U.S. office of any broker, U.S. or non-U.S., unless the Non-U.S. Holder provides a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or otherwise meets documentary evidence requirements for establishing non-U.S. person status or otherwise establishes an exemption. Generally, U.S. information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a Non-U.S. Holder where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. Information reporting and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge, or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers.

Backup withholding is not an additional tax. If backup withholding is applied to you, you should consult with your own tax advisor to determine whether you are able to obtain a tax refund or credit of the overpaid amount.

Foreign Accounts

In addition, U.S. federal withholding taxes may apply under the Foreign Account Tax Compliance Act (FATCA) on certain types of payments, including dividends on our common stock, made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed in the paragraph below) gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution agrees to undertake certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. The 30% federal withholding tax described in this paragraph is not generally subject to reduction under income tax treaties with the United States. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under previously finalized Treasury Regulations and administrative guidance, withholding under FATCA generally also would apply to payments of gross proceeds from the sale or other disposition of common stock, but proposed Treasury Regulations provide that no withholding will apply with respect to payments of gross proceeds with respect to the disposition of our common stock. The preamble to the proposed regulations specifies that taxpayers are permitted to rely on such proposed Treasury Regulations pending finalization.

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Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF ACQUIRING, OWNING, AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAW, AS WELL AS TAX CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, NON-U.S. OR U.S. FEDERAL NON-INCOME TAX LAWS SUCH AS ESTATE AND GIFT TAX, AND THE POSSIBLE APPLICATION OF TAX TREATIES.

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UNDERWRITERS

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as representatives, will severally agree to purchase, and we will agree to sell to them, the number of shares of common stock indicated below:


Name			Number of Shares
Morgan Stanley & Co. LLC
J.P. Morgan Securities LLC
Piper Sandler & Co.
Truist Securities, Inc.
William Blair & Company, L.L.C.
Canaccord Genuity LLC
Needham & Company, LLC
Oppenheimer & Co. Inc.
Raymond James & Associates, Inc.
Robert W. Baird & Co. Incorporated
Loop Capital Markets LLC
Academy Securities, Inc.
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement will provide that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.

The underwriters initially propose to offer part of the shares of common stock directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

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The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional shares of common stock.

Total

Per Share

No Exercise

Full Exercise

Public offering price

Underwriting discounts and commissions to be paid by us

Proceeds, before expenses, to us

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ . We have agreed to reimburse the underwriters for expenses relating to clearance of this offering with the Financial Industry Regulatory Authority up to $ . The underwriters have agreed to reimburse us upon the closing of this offering for certain expenses incurred by us in connection with this offering.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We have applied to list our common stock on NYSE under the trading symbol “USER.”

We anticipate that we and each of our directors, our executive officers, and the holders of a substantial majority of all of our capital stock and securities convertible into or exercisable or exchangeable for our capital stock have entered or will enter into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which we and each of these persons or entities, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, on behalf of the underwriters, and subject to certain exceptions, will not, and will not publicly disclose an intention to, during the period ending on the earlier of (i) immediately before the opening of trading on the second trading day on the NYSE immediately following the release of our earnings for the first fiscal quarter of the fiscal year ending December 31, 2022 and (ii) the date that is 180 days after the date of this prospectus, referred to as the restricted period:

(A)offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, and security holders in accordance with the rules and regulations of the SEC and securities that are convertible into or exercisable or exchangeable for our common stock);

(B)enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock; or

(C)file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock;

whether any such transaction described in (A) or (B) above is to be settled by delivery of common stock or such other securities, in cash, or otherwise. In addition, we and each such person or entity agrees that, without the prior written consent of Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, on behalf of the underwriters, we or such other person or entity will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for common stock.

In the case of (A) and (B) above, the lock-up party acknowledges and agrees that the lock-up party is precluded from engaging in any hedging or other transaction designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition of any shares of our common stock or any securities convertible into or

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exercisable or exchangeable for our common stock, even if any such sale or disposition transaction or transactions would be made or executed by or on behalf of someone other than the lock-up party.

(1)up to 10% of the aggregate number of shares of our common stock and other securities convertible into or exercisable or exchangeable for our common stock held by our current executive officers and directors, our founders (Darrell Benatar and David Garr, including their affiliated trusts and entities), and the stockholders who held shares of our preferred stock immediately prior to the consummation of the Capital Stock Conversion (including vested and exercisable stock options outstanding as of the First Release Date, but excluding any unvested warrants, convertible securities, stock options or other equity awards issued by us as of the First Release Date) may be sold, provided that such release will occur only if the closing price of our common stock is at least 10% greater than the initial public offering price per share set forth on the cover page of this prospectus for any 10 trading days out of the 15-consecutive trading day period on the NYSE ending on the closing of the first full trading day immediately prior to the First Release Date;

(2)up to an additional 10% of the aggregate number of shares of our common stock and other securities convertible into or exercisable or exchangeable for our common stock held by our current executive officers and directors, our founders (Darrell Benatar and David Garr, including their affiliated trusts and entities), and the stockholders who held shares of our preferred stock immediately prior to the consummation of the Capital Stock Conversion (including vested and exercisable stock options outstanding as of the First Release Date, but excluding any unvested warrants, convertible securities, stock options or other equity awards issued by us as of the First Release Date) may be sold, provided that such release will occur only if the closing price of our common stock is at least 35% greater than the initial public offering price per share set forth on the cover page of this prospectus for any 10 trading days out of the 15-consecutive trading day period on the NYSE ending on the closing of the first full trading day immediately prior to the First Release Date; and

(3)up to 20% of the aggregate number of shares of our common stock and other securities convertible into or exercisable or exchangeable for our common stock held by our other security holders (other than our current executive officers and directors, our founders, and the stockholders who held shares of our preferred stock immediately prior to the consummation of the Capital Stock Conversion) (including vested and exercisable stock options outstanding as of the First Release Date, but excluding any unvested warrants, convertible securities, stock options or other equity awards issued by us as of the First Release Date) may be sold, without regard to the closing price of our common stock.

The restrictions described in (A)–(C) above are subject to certain exceptions, including the following:

(a)transactions relating to shares of our common stock or other securities acquired in this offering or in open market transactions after the completion of this offering, provided that no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of our common stock, shall be required or shall be voluntarily made during the restricted period in connection with subsequent sales of our common stock or other securities acquired either in this offering or in such open market transactions;

(b)transfers of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock (i) as a bona fide gift, or to a charitable organization or educational institution or (ii) for bona fide estate planning purposes, in each case, in a transfer not involving a disposition for value;

(c)transfers or dispositions of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock to (i) any member of the immediate family of the lock-up party or any trust for the direct or indirect benefit of the lock-up party or the immediate family of the lock-up party, or if the lock-up party is a trust, to any beneficiary (including such beneficiary’s estate), and (ii) in a transaction not involving a disposition for value;

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(d)transfers or dispositions of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock to any corporation, partnership, limited liability company, or other entity all of the beneficial ownership interests of which are held by the lock-up party or the immediate family of the lock-up party in a transaction not involving a disposition for value;

(e)transfers or dispositions of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock (i) by will, other testamentary document, or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the lock-up party upon the death of the lock-up party, or (ii) by operation of law pursuant to orders of a court or regulatory agency, in connection with a negotiated divorce settlement, or pursuant to a qualified domestic relations order;

(f)if the lock-up party is a corporation, partnership, limited liability company, trust, or other entity, (x) transfers or dispositions of shares of our common stock or other securities convertible into or exercisable or exchangeable for our common stock to another corporation, member, managers, partnership, limited liability company, trust, or other entity (or in each case its nominee or custodian) that is a direct or indirect affiliate (as defined under Rule 12b-2 of the Exchange Act) of the lock-up party, or to an investment fund or other entity that controls or manages, or is under common control with, the lock-up party or affiliates of the lock-up party, or (y) distributions of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock to partners, members, managers, stockholders, beneficiaries, or other equity holders of the lock-up party (or in each case its nominee or custodian);

(g)(i) transfers or dispositions of shares of our common stock or other securities to us in connection with the conversion of any convertible security into, the vesting or settlement of restricted stock units or the exercise of any option or warrant for, shares of our common stock (including by way of “net” or “cashless” exercise solely to cover withholding tax obligations in connection with such exercise or transfer to us for the payment of taxes as a result of such vesting, settlement or exercise) and (ii) solely with respect to options for shares of our common stock that are expiring by their terms during the restricted period, any transfer of shares of our common stock for the payment of the exercise price, tax, withholdings or remittance payments due as a result of the exercise of such options, and any transfer necessary to generate such amount of cash needed for the payment of the exercise price and reasonably estimated taxes due as a result of the exercise of such options whether by means of a “net settlement” or otherwise; provided that (A) any such shares of our common stock received by the lock-up party following any transfers noted in this clause (g) shall be subject to the terms of the lock-up agreement, (B) except as set forth in (C), no public announcement or filing under Section 16(a) of the Exchange Act, or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of our common stock, shall be voluntarily made during the restricted period, and (C) to the extent a filing under Section 16(a) of the Exchange Act is required during the restricted period as a result of such transfers or dispositions pursuant to this clause (g), it shall clearly indicate that the filing relates to the circumstances described in this clause (g);

(h)the establishment of a trading plan on behalf of our stockholders, officers, or directors pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of our common stock; provided that (i) such plan does not provide for the transfer of our common stock during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the lock-up party or us regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of our common stock may be made under such plan during the restricted period;

(i)transfers of shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock to us pursuant to arrangements under which we have the option to repurchase such shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock or a right of first refusal with respect to such securities;

(j)(i) transfers of shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock pursuant to a bona fide third-party tender offer, merger, consolidation, or other similar transaction, that is approved by our board of directors, made to all holders of the our capital stock

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involving a Change of Control (as defined below) and (ii) entry into any lock-up, voting, or similar agreement pursuant to which the lock-up party may agree to transfer, sell, tender, or otherwise dispose of shares of our common stock or such other securities in connection with a transaction described in (i) above; provided that, in the event that such tender offer, merger, consolidation, or other similar transaction is not completed, the shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock beneficially owned by the lock-up party shall remain subject to the restrictions contained in the lock-up agreement. For purposes of this clause (j), “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than us or the underwriters in this offering, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of the total voting power of our voting stock (or the surviving entity’s voting stock);

(k)in connection with the reclassification, repurchase, redemption, conversion, or exchange of the our common stock or outstanding preferred stock in connection with the consummation of this offering; provided that any securities received by the lock-up party as a result shall be subject to the restrictions set forth in the lock-up agreement; or

(l)transactions as permitted by the prior written consent of the representatives on behalf of the underwriters;

provided, in the case of any transfer, disposition, or distribution pursuant to clauses (b) through (f), that (i) each transferee, donee, or distributee shall sign and deliver a lock‑up agreement and (ii) no public announcement or filing under Section 16(a) of the Exchange Act or any other public filing or disclosure reporting a reduction in beneficial ownership of shares of our common stock, shall be required or shall be voluntarily made during the restricted period with respect to such transfer, disposition, or distribution (other than, in the case of a transfer or other disposition pursuant to clause (e) above, any Form 4 or Form 5 required to be filed under the Exchange Act if the lock-up party is subject to Section 16 reporting with respect to us under the Exchange Act, any such filing will indicate by footnote disclosure or otherwise the nature of the transfer or disposition).

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, in their sole discretion, may release the common stock and other securities subject to the lock-up agreements described above in whole or in part at any time.

In order to facilitate the offering of our common stock, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of our common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of our common stock. These activities may raise or maintain the market price of our common stock above independent market levels or prevent or retard a decline in the market price of our common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters will agree to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representatives may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions

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will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing, and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for our common stock. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.

Directed Share Program

At our request, the underwriters have reserved up to 5% of the shares of our common stock offered by this prospectus for sale, at the initial public offering price, to eligible participants in our contributor network through a directed share program. We do not know if these parties will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock offered by this prospectus. Shares sold through the directed share program will not be subject to a lock-up restriction. We will agree to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of the shares reserved for the directed share program. The sales will be administered by Morgan Stanley & Co. LLC, an underwriter in this offering.

Selling Restrictions

European Economic Area

This prospectus has been prepared on the basis that any offer of our common stock in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of common stock. Accordingly, any person making or intending to make an offer in that Member State of shares of common stock which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case in relation to such offer. Neither we nor any of the underwriters have authorized, nor do we or they authorize, the making of any offer of common stock in circumstances in which an obligation arises for us or any of the underwriters to publish or supplement a prospectus for such offer. Neither we nor any of the underwriters have authorized, nor do we or they authorize, the making of any offer of common stock through any financial intermediary, other than offers made by the underwriters, which constitute the final placement

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of the common stock contemplated in this prospectus. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended or superseded).

In relation to each Member State of the EEA, each underwriter has represented and agreed that it has not made and will not make an offer of shares of common stock which are the subject of the offering contemplated by this prospectus to the public in that Member State, except that it may make an offer of such common stock to the public in that Member State:

(a)to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

(b)to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the representatives; or

(c)in any other circumstances falling within Article 1(4) of the Prospectus Regulation;

provided that no such offer of shares shall require us or any of the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).

United Kingdom

This prospectus has been prepared on the basis that any offer of shares of common stock in the United Kingdom (the UK) will be made pursuant to an exemption from the obligation to publish a prospectus under section 85 of the Financial Services and Markets Act 2000 (the FSMA). Accordingly, any person making or intending to make an offer in the UK may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to the UK Prospectus Regulation, in each case in relation to such offer. Neither we nor any of the underwriters have authorized, nor do we or they authorize, the making of any offer of common stock in circumstances in which an obligation arises for us or any of the underwriters to publish or supplement a prospectus for such offer. Neither we nor any of the underwriters have authorized, nor do we or they authorize, the making of any offer of shares through any financial intermediary, other than offers made by the underwriters, which constitute the final placement of the shares of common stock contemplated in this prospectus. The expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 in the United Kingdom.

In relation to the UK, each underwriter has represented and agreed that it has not made and will not make an offer of shares of common stock which are the subject of the offering contemplated by this prospectus to the public in the UK, except that it may make an offer of such shares to the public in the UK:

(a)to any legal entity which is a qualified investor as defined in the UK Prospectus Regulation;

(b)to fewer than 150 natural or legal persons (other than qualified investors as defined in the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives; or

(c)in any other circumstances falling within section 86 of the FSMA;

provided that no such offer of shares shall require us or any underwriters to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression “an offer of shares to the public” in relation to any shares means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares.

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Each underwriter has represented and agreed that:

(a)it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares of our common stock in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b)it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of our common stock in, from or otherwise involving the United Kingdom.

Switzerland

This prospectus is not intended to constitute an offer or solicitation to purchase or invest in shares of our common stock. The shares of common stock may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (the FinSA) and no application has or will be made to admit the shares of common stock to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the shares of common stock constitutes a prospectus pursuant to the FinSA, and neither this prospectus nor any other offering or marketing material relating to the shares of common stock may be publicly distributed or otherwise made publicly available in Switzerland.

Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (the DFSA). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement, or other disclosure document under the Corporations Act 2001 (the Corporations Act), and does not purport to include the information required for a prospectus, product disclosure statement, or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the Exempt Investors, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take into account the investment objectives, financial situation, or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the

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information in this prospectus is appropriate for their needs, objectives, and circumstances, and, if necessary, seek expert advice on those matters.

Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares of common stock have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation, or document relating to the shares of common stock has been or may be issued or has been or may be in the possession of any person for the purposes of issuance, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares of common stock may not be circulated or distributed, nor may the shares of common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares of common stock are subscribed or purchased under Section 275 of the SFA by a relevant person which is (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) the sole purpose of which is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that

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trust has acquired the shares of common stock pursuant to an offer made under Section 275 of the SFA except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Solely for the purposes of its obligations pursuant to Section 309B of the SFA, we have determined, and hereby notify all relevant persons (as defined in the CMP Regulations 2018), that the shares are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the FIEL) has been made or will be made with respect to the solicitation of the application for the acquisition of the shares of common stock.

Accordingly, the shares of common stock have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors (QII)

Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of common stock constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of common stock. The shares of common stock may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the shares of common stock constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the shares of common stock. The shares of common stock may only be transferred en bloc without subdivision to a single investor.

Israel

In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase shares of common stock under the Israeli Securities Law, 5728 - 1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728 - 1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions (the Addressed Investors); or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728 - 1968, subject to certain conditions (the Qualified Investors). The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors. The company has not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728 - 1968. We have not and will not distribute this prospectus or make,

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distribute, or direct an offer to subscribe for our common stock to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.

Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728 - 1968. In particular, we may request, as a condition to be offered common stock, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728 - 1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728 - 1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728 - 1968 and the regulations promulgated thereunder in connection with the offer to be issued common stock; (iv) that the shares of common stock that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728 - 1968: (a) for its own account, (b) for investment purposes only, and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728 - 1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address, and passport number or Israeli identification number.

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LEGAL MATTERS

Fenwick & West LLP, Mountain View, California, which has acted as our counsel in connection with this offering, will pass upon the validity of the issuance of the shares of our common stock offered by this prospectus. Latham & Watkins LLP, Menlo Park, California, is acting as counsel to the underwriters.

CHANGE IN ACCOUNTANTS

On April 22, 2020, we replaced Armanino LLP as our independent auditors and retained Ernst & Young LLP as our independent registered public accounting firm. The decision to change our independent auditors was approved by the audit committee of our board of directors.

Armanino LLP did not issue a report on our audited financial statements for either of the years ended December 31, 2019 or December 31, 2020. We had no disagreements with Armanino LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to its satisfaction, would have caused Armanino LLP to make reference in connection with its opinion to the subject matter of the disagreement during the two fiscal years prior to its replacement and the subsequent interim period ended April 22, 2020. During the two most recent fiscal years preceding our replacement of Armanino LLP, and the subsequent interim period ended April 22, 2020, there were no “reportable events” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

During the two years ended December 31, 2019 and through the subsequent interim period ended April 22, 2020, neither we, nor anyone acting on our behalf, consulted with Ernst & Young LLP on matters that involved the application of accounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on our financial statements, or any other matter that was the subject of a disagreement as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K or a reportable event as that term is used in Item 304(a)(1)(v) and the related instructions to Item 304 of Regulation S-K.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements at December 31, 2019 and 2020, and for each of the two years in the period ended December 31, 2020, as set forth in their report. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and our common stock offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We currently do not file periodic reports with the SEC.

Upon completion of this offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We also maintain a website at www.usertesting.com. Upon the completion of this offering, you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with,

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or furnished to, the SEC. Information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus.

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USERTESTING, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


			Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Operations			F-4
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit			F-5
Consolidated Statements of Cash Flows			F-7
Notes to Consolidated Financial Statements			F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of UserTesting, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of UserTesting, Inc. (the Company) as of December 31, 2019 and 2020, the related consolidated statements of operations, convertible preferred stock and stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2019 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2020.

San Jose, California

June 11, 2021

F-2

USERTESTING, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)


	As of December 31,				As of June 30,
	2019		2020		2021
					(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	21,757	$	96,972	$	73,470
Accounts receivable, net	19,110		24,267		29,973
Costs capitalized to obtain revenue contracts, current	3,060		5,231		6,480
Prepaid expenses and other current assets	1,580		3,067		6,503
Total current assets	45,507		129,537		116,426
Property and equipment, net	521		1,292		2,044
Operating lease right-of-use assets	—		—		17,143
Intangible assets, net	803		2,194		1,782
Goodwill	—		8,785		8,785
Costs capitalized to obtain revenue contracts, non-current	6,391		9,119		10,339
Other long-term assets	152		826		4,176
Total Assets	$	53,374	$	151,753	$	160,695
Liabilities, Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	1,187	$	1,214	$	1,998
Deferred revenue	41,716		57,608		68,916
Customer deposits	3,939		5,207		5,337
Notes payable	2,500		—		—
Operating lease liabilities, current	—		—		4,457
Accrued expenses and other current liabilities	13,041		24,030		24,034
Total current liabilities	62,383		88,059		104,742
Operating lease liabilities, non-current	—		—		14,477
Other long-term liabilities	176		2,526		1,539
Total Liabilities	62,559		90,585		120,758
Commitments and contingencies (Note 8)
Convertible preferred stock, $0.00001 par value per share: 80,937, 110,851 and 110,851 shares authorized, 80,937, 110,851 and 110,851 shares issued and outstanding at December 31, 2019, and 2020, and June 30, 2021 (unaudited), respectively; aggregate liquidation preferences of $102,011, $202,011 and $202,011 as of December 31, 2019, 2020, and June 30, 2021 (unaudited), respectively	101,647		201,531		201,531
Stockholders’ deficit:
Common stock and capital in excess of par value, $0.0001 par value per share: 161,761 shares authorized at December 31, 2019, and 2020, and June 30, 2021 (unaudited); 15,716, 17,948 and 18,940 shares issued and outstanding at December 31, 2019, 2020, and June 30, 2021 (unaudited), respectively	7,666		12,118		15,054
Accumulated deficit	(118,498)		(152,481)		(176,648)
Total Stockholders’ Deficit	(110,832)		(140,363)		(161,594)
Total Liabilities, Convertible Preferred Stock and Stockholders’ Deficit	$	53,374	$	151,753	$	160,695

The accompanying notes are an integral part of these consolidated financial statements.

F-3

USERTESTING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
					(unaudited)
Revenue
Subscription	$	68,607	$	93,374	$	42,632	$	60,932
Professional services	8,026		8,821		3,850		5,337
Total revenue	76,633		102,195		46,482		66,269
Cost of revenue
Subscription	15,193		21,441		10,238		13,842
Professional services	7,858		8,126		3,949		4,123
Total cost of revenue	23,051		29,567		14,187		17,965
Gross profit	53,582		72,628		32,295		48,304
Operating expenses:
Sales and marketing	37,256		59,737		26,921		39,128
Research and development	20,845		27,897		13,042		19,585
General and administrative	15,177		18,960		8,979		13,325
Total operating expenses	73,278		106,594		48,942		72,038
Loss from operations	(19,696)		(33,966)		(16,647)		(23,734)
Interest income, net	118		136		76		74
Other income (expense), net	93		747		91		(213)
Loss before provision for income taxes	(19,485)		(33,083)		(16,480)		(23,873)
Provision for income taxes	82		900		665		294
Net loss	$	(19,567)	$	(33,983)	$	(17,145)	$	(24,167)
Net loss per share attributable to common stockholders, basic and diluted	$	(1.31)	$	(2.10)	$	(1.08)	$	(1.31)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	14,954		16,210		15,914		18,412

The accompanying notes are an integral part of these consolidated financial statements.

F-4

USERTESTING, INC.

CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands)


	Convertible preferred stock			Common stock and capital in excess of par value			Accumulated deficit		Total stockholders’ deficit
	Shares	Amount		Shares	Amount
Balance as of January 1, 2019	71,193	$	79,786	14,728	$	3,778	$	(103,901)	$	(100,123)
Issuance of Series E convertible preferred stock net of issuance cost of $139	9,744	21,861		—	—		—		—
Cumulative effect upon adoption of Topic 606	—	—		—	—		5,507		5,507
Issuance of common stock upon exercise of stock options	—	—		1,513	1,123		—		1,123
Stock-based compensation expense	—	—		—	2,765		—		2,765
Repurchase of common stock	—	—		(525)	—		(537)		(537)
Net loss	—	—		—	—		(19,567)		(19,567)
Balance as of December 31, 2019	80,937	$	101,647	15,716	$	7,666	$	(118,498)	$	(110,832)
Issuance of Series F convertible preferred stock net of issuance cost of $117	29,914	99,884		—	—		—		—
Issuance of common stock upon exercise of stock options	—	—		2,232	1,905		—		1,905
Stock-based compensation expense	—	—		—	2,547		—		2,547
Net loss	—	—		—	—		(33,983)		(33,983)
Balance as of December 31, 2020	110,851	$	201,531	17,948	$	12,118	$	(152,481)	$	(140,363)


	Convertible preferred stock			Common stock and capital in excess of par value			Accumulated deficit		Total stockholders’ deficit
	Shares	Amount		Shares	Amount
Balance as of December 31, 2019	80,937	$	101,647	15,716	$	7,666	$	(118,498)	$	(110,832)
Issuance of Series F convertible preferred stock net of issuance cost of $117 (unaudited)	29,914	99,884		—	—		—		—
Issuance of common stock upon exercise of stock options (unaudited)	—	—		443	356		—		356
Stock-based compensation expense (unaudited)	—	—		—	1,173		—		1,173
Net loss (unaudited)	—	—		—	—		(17,145)		(17,145)
Balance as of June 30, 2020 (unaudited)	110,851	$	201,531	16,159	$	9,195	$	(135,643)	$	(126,448)

F-5


	Convertible preferred stock			Common stock and capital in excess of par value			Accumulated deficit		Total stockholders’ deficit
	Shares	Amount		Shares	Amount
Balance as of December 31, 2020	110,851	$	201,531	17,948	$	12,118	$	(152,481)	$	(140,363)
Issuance of common stock upon exercise of stock options and vesting of restricted stock awards (unaudited)	—	—		992	804		—		804
Stock-based compensation expense (unaudited)	—	—		—	2,132		—		2,132
Net loss (unaudited)	—	—		—	—		(24,167)		(24,167)
Balance as of June 30, 2021 (unaudited)	110,851	$	201,531	18,940	$	15,054	$	(176,648)	$	(161,594)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

USERTESTING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
					(unaudited)
Cash flows from operating activities:
Net loss	$	(19,567)	$	(33,983)	$	(17,145)	$	(24,167)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	652		865		365		771
Stock-based compensation expense	2,765		2,547		1,173		2,132
Provision for allowance for doubtful accounts	47		89		77		55
Amortization of costs capitalized to obtain revenue contracts	2,140		4,062		1,753		2,968
Deferred income taxes	—		136		136		—
Changes in operating assets and liabilities:
Accounts receivable	(6,482)		(5,093)		997		(5,761)
Costs capitalized to obtain revenue contracts	(6,946)		(8,961)		(3,344)		(5,437)
Prepaid expenses and other assets	(388)		(2,113)		(2,637)		(3,278)
Accounts payable	670		(178)		(271)		745
Accrued liabilities	8,917		8,135		3,955		1,199
Deferred revenue	9,323		15,858		4,201		11,308
Other liabilities	197		4,331		658		619
Net cash used in operating activities	(8,672)		(14,305)		(10,082)		(18,846)
Cash flows from investing activities:
Purchase of property and equipment	(474)		(1,002)		(201)		(971)
Purchase of intangible assets	(963)		(150)		—		(150)
Acquisition of business, net of cash acquired	—		(8,617)		(8,617)		—
Net cash used in investing activities	(1,437)		(9,769)		(8,818)		(1,121)
Cash flows from financing activities:
Proceeds from the issuance of convertible preferred stock, net of issuance costs	21,861		99,884		99,884		—
Payment of deferred offering costs	—		—		—		(2,573)
Repayments of note payable	(1,500)		(2,500)		—		—
Proceeds from note payable	2,000		—		—		—
Payment of deferred purchase consideration	—		—		—		(1,766)
Repurchase of common stock	(537)		—		—		—
Proceeds from issuance of common stock upon exercise of stock options	1,123		1,905		356		804
Net cash provided by (used in) financing activities	22,947		99,289		100,240		(3,535)
Net increase (decrease) in cash and cash equivalents	12,838		75,215		81,340		(23,502)
Cash and cash equivalents, beginning of period	8,919		21,757		21,757		96,972
Cash and cash equivalents, end of period	$	21,757	$	96,972	$	103,097	$	73,470
Supplemental disclosures of cash flow information:
Cash paid for interest	$	59	$	116	$	69	$	—
Cash paid for income taxes	$	13	$	29	$	—	$	—
Non-cash investing and financing activities:
Deferred purchase consideration from acquisition	$	—	$	1,766	$	1,766	$	—
Purchases of property and equipment included in accounts payable	$	—	$	88	$	—	$	127
Deferred offering costs in accrued liabilities	$	—	$	—	$	—	$	937

The accompanying notes are an integral part of these consolidated financial statements.

F-7

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

1. Summary of Business and Significant Accounting Policies

Description of Business

UserTesting, Inc. and its subsidiaries (together, UserTesting or the Company) provide developers, designers, and product managers access to a video-first, enterprise-grade software-as-a-service (SaaS) platform that enables organizations to see and hear the experiences of real people as they narrate their thoughts out loud while engaging with products, designs, apps, processes, concepts, and brands. The Company was incorporated in the state of California and commenced operations on May 30, 2007. In September 2021, the Company was reincorporated in the State of Delaware. Other than the change in corporate domicile, the reincorporation did not result in any change in the business, physical location, management, assets, liabilities or total stockholders’ deficit of the Company, nor did it result in any change in location of the Company’s employees, including the Company's management. Additionally, the reincorporation did not alter any stockholders’ percentage ownership interest or number of shares owned in the Company. The Company is headquartered in San Francisco and has offices located in Atlanta, Sunnyvale, and Oslo, Norway.

Fiscal Year

The Company’s fiscal year ends on December 31. References to fiscal 2020, for example, refer to the fiscal year ended December 31, 2020.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts of UserTesting, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Consolidated Financial Statements

The accompanying interim consolidated balance sheet as of June 30, 2021, the related consolidated statements of operations, convertible preferred stock and stockholders’ deficit and cash flows for the six months ended June 30, 2020 and 2021 and amounts relating to the interim periods included in the accompanying notes to the interim consolidated financial statements are unaudited. The unaudited interim consolidated financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the SEC) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with U.S. GAAP. In management’s opinion, the unaudited interim financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2021 and its results of operations and cash flows for the six months ended June 30, 2020 and 2021. The results for the six months ended June 30, 2021 are not necessarily indicative of the results expected for the year or any other periods.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the Company’s consolidated financial statements may not be comparable to financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards based on public company effective dates.

F-8

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

The Company will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the Company’s total annual gross revenue is at least $1.07 billion, (ii) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (iii) the date on which the Company issued more than $1.0 billion in non-convertible debt securities during the prior three-year period, or (iv) the date on which the Company becomes a large accelerated filer.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the estimates and judgments are subject to adjustment. Significant items subject to such estimates and assumptions include, but are not limited to, the estimated expected period of benefit for deferred contract acquisition costs, the determination of standalone selling price (SSP) for its performance obligations, the allowance for doubtful accounts, the useful lives of long-lived intangible assets, the value of common stock and other assumptions used to measure stock-based compensation, the fair value of assets acquired and liabilities assumed for business combinations, lease term and incremental borrowing rate for lease liabilities, and the valuation of deferred income tax assets and uncertain tax positions. Actual results could differ from those estimates.

COVID-19

In December 2019, an outbreak of COVID-19 was first identified and by March 2020, the World Health Organization declared COVID-19 a global pandemic. Governments and municipalities across the United States and the world have instituted measures to slow infection rates, including orders to shelter-in-place, travel restrictions, and mandated business closure. The global economic impacts of COVID-19 are significant and continue to evolve, as exhibited by, among other things, a rise in unemployment, changes in consumer behavior, and market volatility.

In response to the COVID-19 pandemic, the Company has temporarily required its employees to work remotely, implemented travel restrictions for all non-essential business, reduced hiring, and shifted certain of its conferences to virtual-only, and it may similarly alter, postpone, or cancel events in the future. This has resulted in a reduction in certain operating expenses during the COVID-19 pandemic, such as travel and entertainment. However, these savings were offset by other investments across the business, such that operating expenses were not materially impacted, and the Company expects to reassess these temporary measures as the COVID-19 pandemic and vaccination programs continue to develop. In addition, its revenue generation has not been significantly affected by the COVID-19 pandemic, as the loss of certain existing customers and the inability of certain existing customers to make payments when due as a result of the adverse impact of COVID-19 on those customers’ businesses was generally offset by new customer acquisition. Driven by the acceleration of digital transformation initiatives in response to the COVID-19 pandemic, the Company believes some customers, including those customers with predominantly physical operations, turned to the Company’s platform to quickly build out or add sophistication to their digital customer experiences. Additionally, some new customers leveraged its platform to create a more seamless integration between their online and offline presence. Overall, there has not been a material impact to the Company’s business as a result of COVID-19.

Concentrations of Risks, Significant Customers and Investments

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions with investment-grade ratings. A majority of the cash balances are with U.S. banks and are insured up to the Federal Deposit Insurance Corporation limits. The Company has not experienced any losses on its cash and cash equivalents.

No single customer accounted for more than 10% of accounts receivable as of December 31, 2019 and December 31, 2020. One customer accounted for approximately 18% of accounts receivable as of June 30, 2021. No

F-9

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

single customer accounted for more than 10% of total revenue during the years ended December 31, 2019 or 2020 and during the six months ended June 30, 2020 or 2021.

The Company relies on the technology, infrastructure, and software applications, including software-as-a-service offerings, of third parties in order to host or operate certain key products and functions of its business.

Comprehensive Loss

Comprehensive loss is comprised of net loss and other comprehensive income (loss). The Company has no components of other comprehensive income (loss). Therefore, net loss equals comprehensive loss for all periods presented and, accordingly, the Consolidated Statements of Comprehensive Loss is not presented in a separate statement.

Segment Information

The Company operates in one operating segment. An operating segment is defined as a component of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker, who is the Chief Executive Officer. The Company’s chief operating decision maker is responsible for allocating resources and evaluating the Company’s financial performance.

Cash and Cash Equivalents

The Company considers highly liquid investments with original maturities of three months or less to be cash and cash equivalents. Cash equivalents consist of institutional money market funds denominated in U.S. dollars.

Fair Value Measurements

The Company categorizes assets and liabilities recorded at fair value on its consolidated balance sheets based on the accounting guidance framework for measuring fair value on either a recurring or nonrecurring basis, whereby inputs used in valuation techniques are assigned a hierarchical level.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. U.S. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, to measure the fair value:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs are unobservable based on the Company’s own assumptions used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial or nonfinancial asset or liability.

Financial instruments consist of cash and cash equivalents, accounts receivable and accounts payable. The Company’s investment portfolio consists of money market funds, which are carried at fair value. The Company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments.

F-10

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Accounts Receivable, Net

Accounts receivable, net, are recorded at the invoiced amount, net of allowance for doubtful accounts, and are not interest bearing nor secured by collateral. The allowance for doubtful accounts is based on the Company’s assessment of the collectability of accounts, considering a combination of factors including the Company’s customers’ financial condition and collection history, the age of open receivables and the current payment terms. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. To date, allowances for doubtful accounts have not been material.

Property and Equipment, Net

Property and equipment, net, are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of three to five years for computer equipment, furniture and fixtures, and software. Leasehold improvements are amortized over the shorter of the remaining lease term or the estimated useful life. Expenditures for maintenance and repairs, which do not significantly extend the useful lives of the assets, are expensed as incurred.

The following table presents the Company’s property and equipment, net of accumulated depreciation and amortization, by geographic region (in thousands):


	As of December 31,				As of June 30,
	2019		2020		2021
					(unaudited)
United States	$	421	$	1,019	$	1,782
United Kingdom	100		272		259
Rest of the world	—		1		3
Total property and equipment, net	$	521	$	1,292	$	2,044

Impairment of Long-Lived Assets (including Goodwill and Intangible Assets)

Long-lived assets with finite lives include property and equipment and acquired intangible assets. The Company evaluates long-lived assets, including acquired intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparing the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset or asset group exceeds the fair value of the asset or asset group.

Goodwill is not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Goodwill impairment is recognized when the carrying value of the reporting unit exceeds its fair value, in which case an impairment charge is recorded. The Company did not recognize any impairment charges during the years ended December 31, 2019 and 2020 and during the six months ended June 30, 2020 and 2021.

Deferred Offering Costs

Deferred offering costs, which mainly consist of direct incremental legal, accounting, and consulting fees relating to the Company’s proposed initial public offering (IPO) of its common stock, are capitalized in “Other long-term assets” in the accompanying consolidated balance sheets. The deferred offering costs will be offset against IPO proceeds upon the consummation of an IPO. In the event the planned IPO is terminated, the deferred offering costs will be expensed. There were no material deferred offering costs recorded as of December 31, 2019 and 2020. As of June 30, 2021, there was $3.3 million of deferred offering costs capitalized.

F-11

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Revenue Recognition

The Company adopted the requirements of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) on January 1, 2019. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs-Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. Collectively, Topic 606 and Subtopic 340-40 are referred as the “new standard.” The Company adopted the new standard utilizing the modified retrospective approach and applied the new standard to contracts that were not completed as of the adoption date, therefore all periods presented reflect the application of the new standard. The Company evaluated contracts that were not complete as of January 1, 2019 as if they had been accounted for under Topic 606 from the contract inception. The Company recognized the cumulative effect of initially applying Topic 606 as an adjustment to retained earnings in the balance sheet as of January 1, 2019. The primary impact from adoption relates to the capitalization and amortization of certain incremental costs of obtaining customer contracts under Subtopic 340-40 of the new standard. Previously, such costs were expensed in the period the related customer contracts were obtained.

The Company derives its revenues from two sources: (1) subscription fees from customers accessing the Company’s platform, and from customers paying for additional support; and (2) professional services and training. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services, net of any taxes collected from customers (e.g., sales and other indirect taxes), which are subsequently remitted to government authorities.

The Company determines revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when, or as, the Company satisfies a performance obligation.

Subscription Revenue

Subscription revenue primarily consists of subscription fees from customer agreements to access the Company’s platform, as well as additional support services. The Company’s customers do not have the ability to take possession of its software. The Company recognizes revenue for subscription fees and additional support services on a straight-line basis over the term of the contract beginning on the date access to the Company’s platform is granted, as the underlying service is a stand-ready performance obligation. Customers may also purchase incremental capacity to the Company’s platform, which is an additional stand-ready performance obligation satisfied and recognized as revenue over the remaining term of the applicable subscription. The Company views its performance obligation as a series of distinct services as the underlying subscription service is made available to the customer on a continuous basis over the contracted period of time, and that are substantially the same and have the same pattern of transfer to the customer, in accordance with ASC 606-10-25-14(b). The Company has concluded that each distinct service is satisfied over time in accordance with ASC 606-10-25-27(a), specifically, given that the nature of its promise is not the actual delivery of a specified quantity of service but is rather providing a single service over a period of time. Customers who consume above their committed capacity will be invoiced for overages on a quarterly basis. The Company recognizes the overage fees as variable consideration. Revenue recognized as variable consideration was not material during the years ended December 31, 2019 and 2020 and during the six months ended June 30, 2020 and 2021.

F-12

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

The Company typically invoices its customers annually. Payment terms generally require that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue. The Company applies the practical expedient in Topic 606 paragraph 10-32-18 and does not adjust the promised amount of consideration for the effects of a significant financing component for contracts that are one year or less, and none of the Company’s multi-year contracts contain a significant financing component.

Professional Services Revenue

Professional services revenue primarily consists of fees from delivering research studies, training services and strategy workshops. The Company recognizes revenue from service engagements that occur over a period of time on a proportional performance basis as labor hours are incurred.

Significant Judgments - Contracts with Multiple Performance Obligations

The Company regularly enters into contracts with customers that include promises to transfer multiple services. For arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In its assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract.

Contracts that contain multiple performance obligations that are considered distinct require an allocation of the transaction price to each performance obligation based on each performance obligation’s relative standalone selling price (SSP). The SSP is the price at which the Company would sell a promised good or service separately to a customer. In instances where the Company does not sell a product or service separately, establishing SSP requires significant judgment. The Company estimates the SSP by considering available information, prioritizing observable inputs such as historical sales, internally approved pricing guidelines and objectives, and the underlying cost of delivering the performance obligation.

Costs Capitalized to Obtain Revenue Contracts

Prior to the adoption of Topic 606, costs associated with obtaining customer contracts were recorded as sales and marketing expenses in the period the related customer contract was signed. Subsequent to the adoption of Topic 606, the Company capitalizes sales commissions and associated payroll taxes paid to internal sales personnel that are incremental costs resulting from obtaining a non-cancelable contract with a customer.

Sales commissions paid upon the initial acquisition of a customer contract are amortized on a straight-line basis over an estimated period of benefit of four years, which is typically longer than the contractual term of the customer contract but reflects the estimated period of benefit. The Company estimates the period of benefit by taking into consideration the estimated customer life, and the technological life of its platform and related significant features. The Company has elected the practical expedient to expense renewal commissions in the period of booking if the period of amortization is one year or less, and it recognizes renewal commissions over the contract term for renewal contracts greater than one year. Sales commissions on renewal contracts are not considered commensurate with sales commissions on new revenue contracts. Amortization of capitalized contract acquisition costs is included in sales and marketing expense in the consolidated statements of operations.

The Company periodically reviews these costs capitalized to obtain revenue contracts to determine whether events or changes in circumstances have occurred that could impact the recoverability of the asset. There were no impairment losses recorded during the years ended December 31, 2019 and 2020 and during the six months ended June 30, 2020 and 2021.

F-13

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Costs capitalized to obtain revenue contracts earned and capitalized during the years ended December 31, 2019 and 2020 were $7.0 million and $9.0 million, respectively, and costs capitalized during the six months ended June 30, 2020 and 2021 were $3.3 million and $5.4 million, respectively. Amortization expense for costs capitalized to obtain revenue contracts during the years ended December 31, 2019 and 2020 was $2.1 million and $4.1 million, respectively. Amortization expense for costs capitalized to obtain revenue contracts during the six months ended June 30, 2020 and 2021 was $1.8 million and $3.0 million, respectively.

Cost of Revenue

Subscription Cost of Revenue

Subscription cost of revenue consists of three categories of expenses: UserTesting Contributor Network, platform, and support. UserTesting Contributor Network costs consist primarily of contributor payments for the tests completed as well as the cost to operate and support those contributors. Platform costs consist primarily of the cost to support the Company’s platform, including infrastructure-related, hosting, and personnel-related costs, such as salaries, bonus, stock-based compensation expense, and benefits. Support costs include the personnel-related costs, such as salaries, bonus, stock-based compensation expense, and benefits, of employees who directly support customers of the Company’s subscription services and amortization of acquired intangibles.

Professional Services Cost of Revenue

Professional services cost of revenue consists primarily of personnel-related costs, third-party consulting expenses, and allocated overhead.

Software Development Costs

Software development costs include costs to develop software to be used to meet internal needs and applications used to deliver the Company’s services. The Company capitalizes development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the years ended December 31, 2019 and 2020 and for the six months ended June 30, 2020 and 2021.

Research and Development

Research and development expenses primarily consist of personnel-related expenses, including stock-based compensation directly associated with the Company’s research and development employees, contractor costs related to third-party development, and allocated overhead. Research and development costs are expensed as incurred.

Advertising Costs

Advertising costs are expensed as incurred in sales and marketing expense in the consolidated statements of operations and amounted to $2.6 million and $4.6 million for the years ended December 31, 2019 and 2020, respectively, and $2.0 million and $4.1 million for the six months ended June 30, 2020 and 2021, respectively.

Leases Prior to Adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (ASU 2016-02)

Before the adoption of ASU 2016-02 on January 1, 2021, the Company categorizes leases at their inception as either operating or capital leases, with the Company’s current lease portfolio only consisting of operating leases for office spaces. In certain lease agreements, it may receive rent holidays and other incentives. For operating leases, the Company recognizes lease costs on a straight-line basis once control of the space is achieved, without regard to deferred payment terms such as rent holidays that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement.

F-14

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Stock-Based Compensation

The Company has a stock incentive plan under which equity awards are granted to employees, directors, and consultants. Stock-based compensation expense related to equity awards is recognized based on the fair value of the awards granted. The fair value of the Company’s common stock underlying the awards has historically been determined by the board of directors with input from management and third -party valuation specialists, as there was no public market for the Company’s common stock. The board of directors determines the fair value of the common stock by considering a number of objective and subjective factors including: the valuation of comparable companies, the Company’s operating and financial performance, the lack of liquidity of common stock, transactions in the Company’s common stock, and general and industry specific economic outlook, amongst other factors. The fair value of each option award is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of subjective assumptions, including the fair value of the underlying common stock, risk-free interest rates, the expected term of the option, expected volatility, and expected dividend yield. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, which is generally four years. The Company accounts for forfeitures as they occur.

Foreign Currency

The functional currency of the Company’s foreign subsidiaries is the U.S. Dollar (USD). Monetary assets and liabilities are remeasured using foreign currency exchange rates at the end of the period, and non-monetary assets and liabilities are remeasured based on historical exchange rates. Gains and losses due to foreign currency are the result of either the remeasurement of subsidiary balances or transactions denominated in currencies other than the foreign subsidiaries’ functional currency and are included in other income (expense), net in the Company’s statements of operations.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. The Company recognizes the effect on deferred tax assets and liabilities of a change in tax rates as income and expense in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. In determining the need for a valuation allowance, the Company considers future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which the Company operates, historical earnings and losses carryforward periods, and prudent and feasible tax planning strategies, as applicable.

The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position is sustainable upon examination by the taxing authority, based on the technical merits. The Company measures the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. Significant judgment is required to evaluate uncertain tax positions. The Company’s evaluations are based upon a number of factors, including changes in facts or circumstances, changes in tax law or guidance, correspondence with tax authorities during the course of audits, and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in the Company’s income tax expense in the period in which the Company makes the change, which could have a material impact on the Company’s effective tax rate or operating results. The amount of income taxes paid is subject to examination by U.S. federal, state, and foreign tax authorities. To the extent the assessment of such tax position changes, the Company records the change in estimate in the period in which the determination is made.

F-15

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Net Loss Per Share

Holders of the Company’s common stock are not entitled to dividends until declared dividends to convertible preferred stockholders have been paid. The Company is required to use the two-class method of calculating earnings per share. The two-class method requires that earnings per share be calculated separately for each class of security. As the Company incurred losses during the periods presented, the Company used the methods described below to calculate net loss per share.

The Company calculates basic net loss per share by dividing net loss attributable to common stockholders by the weighted-average number of the Company’s common stock shares outstanding during the respective period. Net loss attributable to common shareholders is net loss minus convertible preferred stock dividends declared, of which there were none during the periods presented.

The Company’s potentially dilutive securities, which include stock options and preferred stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.

Recently Adopted Accounting Standards

In May 2014, the Financial Accounting Standards Board (FASB) issued Topic 606. Topic 606 supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605: Revenue Recognition (Topic 605) and requires the recognition of revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The impact of the adoption of Topic 606 is described above in Revenue Recognition.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of accounting for share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under this new guidance an entity recognizes all excess tax benefits and deficiencies as income tax expense or benefit in the income statement. The standard also provides an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur, which the Company has elected to adopt. The Company adopted the standard on January 1, 2019. The adoption of this standard did not have an impact on the consolidated financial statements.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The standard provides new authoritative guidance addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The Company adopted the standard retrospectively as of January 1, 2019. The adoption of this standard did not have an impact on the consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which amends the guidance in ASC Topic 350 by eliminating Step 2 from the goodwill impairment test. Under the new guidance, entities will perform goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company adopted the standard as of January 1, 2019 using the prospective transition approach, and there was no impact on the consolidated financial statements upon adoption of ASU No. 2017-04.

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The amendments in Part I of the ASU change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down

F-16

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments in Part II recharacterize the indefinite deferral of certain provisions of Topic 480 with a scope exception and do not have an accounting effect. The Company adopted the standard retrospectively as of January 1, 2019. The adoption of this standard did not have an impact on the consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation Topic 718: Improvements to Nonemployee Share-Based Payment Accounting (Topic 718), which simplifies the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The Company adopted the standard as of January 1, 2019, utilizing the modified retrospective approach. The adoption of this standard did not have an impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The Company adopted the standard retrospectively as of January 1, 2019. The adoption of this standard did not have an impact on the consolidated financial statements.

The Company adopted ASU 2016-02 effective January 1, 2021. Upon adoption of ASU 2016-02, the Company categorizes lease agreements at their inception as either operating or finance leases. Operating lease right-of-use (ROU) assets and related liabilities are included in “Operating lease right-of-use assets,” “Operating lease liabilities, current,” and “Operating lease liabilities, non-current” in the Company’s consolidated balance sheet. The Company did not have any finance leases.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date, including credit premiums on its corporate borrowings, in determining the present value of lease payments. The operating lease ROU asset also includes any advance lease payments made and excludes lease incentives, where applicable. The Company’s lease terms may contain renewal and extension options of up to three years and early termination features. The Company does not include renewal, extension or early termination in its determination of the lease term to the extent they are not reasonably certain at lease commencement. Lease expense for lease payments to the extent they are fixed is recognized on a straight-line basis over the lease term. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor to the extent the charges are variable.

The Company has elected to combine non-lease components with lease components for the purposes of calculating the ROU asset and liabilities, to the extent they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease costs. In addition, the Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have a lease term of 12 months or less.

In addition, the Company subleases its unoccupied facility to a third party. Such sublease has been classified as an operating lease. Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations. The Company recognizes sublease income on a straight-line basis over the sublease term.

The Company adopted ASU 2016-02 effective January 1, 2021, using the optional transition relief method. Consequently, financial information is not updated and the disclosures required under the new leases standard are not provided for dates and periods before January 1, 2021. The Company has elected the practical expedient package, which includes retaining the current classification of leases and not reassessing the treatment of initial

F-17

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

direct costs, or whether an existing or expired contract contains a lease. The Company has elected not to use hindsight practical expedient and did not reassess the lease term at the date of adoption. As an accounting policy election, the Company also elected not to apply the balance sheet recognition requirements under ASU 2016-02 to leases with a term less than or equal to twelve months. The adoption had a material impact on the Company’s consolidated balance sheets, but, did not have an impact on the Company’s consolidated statements of operations, statements of cash flows and statements of convertible preferred stock and stockholders’ deficit. As a result of adoption on January 1, 2021, the Company recognized operating lease liabilities of $20.6 million and operating lease ROU assets of $19.2 million based on the present value of the remaining minimum rental payments for existing operating leases. The Company did not have any finance leases.

Recently Issued Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Topic 326: Credit Losses Measurement of Credit Losses on Financial Instruments (Topic 326), which requires an entity to utilize a new impairment model known as the current expected credit loss (CECL) model to estimate its lifetime “expected credit loss” and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. The CECL model is expected to result in more timely recognition of credit losses. This guidance also requires new disclosures for financial assets measured at amortized cost, loans, and available-for-sale debt securities. Entities will apply the standard’s provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. Topic 326 is effective for the Company beginning fiscal year 2023. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and has not yet determined whether the effect will be material.

In February 2016, the FASB issued ASU 2016-02, which supersedes the guidance in ASC 840: Leases. This standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similarly to existing guidance for operating leases today. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases.

The Company will be required to recognize and measure leases existing at, or entered into after, the beginning of the period of adoption using a modified retrospective approach, with certain practical expedients available. For public companies, Topic 842 is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. For private companies, the new guidance is effective for annual reporting periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022 and is required to be applied using a modified retrospective approach. Early adoption is permitted. The Company will adopt the new standard as of January 1, 2021 and is currently evaluating the impact of the adoption. The Company currently believes the most significant impact upon adoption will be the recognition of material right-of-use assets and lease liabilities on its consolidated balance sheets associated with operating leases. The Company does not expect the adoption will have a material impact on its consolidated statements of operations.

ASU 2016-02 Adoption Update—The Company adopted this standard effective January 1, 2021, as noted in “Recently Adopted Accounting Standards” above.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by this new guidance. This new guidance is effective for the Company for its fiscal year beginning January 1, 2022 and may be

F-18

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

adopted either prospectively or retrospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and has not yet determined whether the effect will be material.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce cost and complexity of its application. This new guidance is effective for the Company for its fiscal year beginning January 1, 2022 and interim periods in the following years. Most amendments within this guidance are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company is currently evaluating the impact of the adoption of this standard on its consolidated financial statements and has not yet determined whether the effect will be material.

2. Revenue

Contract Balances

The Company receives payments from customers based on a billing schedule as established in its customer contracts. Accounts receivable are recorded when the Company contractually has the right to consideration.

Contract liabilities consist of deferred revenue and customer deposits. Deferred revenue represents billings under noncancellable contracts that have been invoiced in advance of revenue recognition, and the balance is recognized as revenue when transfer of control to customers has occurred or services have been provided. Customer deposits consist of billings for anticipated revenue generating activities in advance of the start of the contractual term or for the portion of a contract term that is subject to cancellation and refund. Revenue is deferred when the Company has the right to invoice in advance of performance under a customer contract. The current portion of deferred revenue and customer deposits are recognized during the following 12-month period, provided the customers with cancellable contracts do not invoke their termination rights. As of December 31, 2019, December 31, 2020 and June 30, 2021, the Company’s contract liabilities were $45.7 million, $62.8 million and $74.3 million, respectively. The amount of revenue recognized during the years ended December 31, 2019 and 2020 that was included in contract liabilities at the beginning of each period was $33.0 million and $45.7 million, respectively. The amount of revenue recognized during the six months ended June 30, 2020 and 2021 that was included in contract liabilities at the beginning of each period was $32.8 million and $46.2 million, respectively.

Remaining Performance Obligations

The terms of the Company’s subscription agreements are primarily annual and, to a lesser extent, multi-year. The Company's subscription agreements are generally noncancellable. Revenue allocated to remaining performance obligation represents noncancellable contracted revenue that has not yet been recognized and includes deferred revenue and unbilled amounts that will be recognized as revenue in future periods. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Cancellable contracted revenue, which includes customer deposits, is not considered a remaining performance obligation. As of December 31, 2020 and June 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $72.3 million and $87.1 million, respectively. As of December 31, 2020 and June 30, 2021, the Company expects to recognize the significant majority of its remaining performance obligations as revenue over the subsequent twelve months, and the remainder over twenty four months.

F-19

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Disaggregation of Revenue

The following table sets forth revenue by geographic area for the periods presented:


	Year Ended December 31,								Six Months Ended June 30,
	2019				2020				2020				2021
	(in thousands)		%		(in thousands)		%		(in thousands)		%		(in thousands)		%
									(unaudited)
United States	$	69,445	91	%	$	86,718	85	%	$	39,803	86	%	$	55,144	83	%
International	7,188		9		15,477		15		6,679		14		11,125		17
Total revenue	$	76,633	100	%	$	102,195	100	%	$	46,482	100	%	$	66,269	100	%

No single country other than the United States represented 10% or more of the Company’s revenue during the years ended December 31, 2019 and 2020 and during the six months ended June 30, 2020 and 2021.

3. Business Combination

Teston AS

On March 17, 2020, the Company entered into a stock purchase agreement to acquire all the shares of Teston AS (Teston) for a total purchase price of $10.9 million consisting of $9.1 million in cash and $1.8 million of deferred consideration. Teston is a European provider of multilingual usability testing solutions for fast consumer feedback on digital products and services. Teston was acquired to expand into the European markets, providing multilingual services (English, Norwegian, Swedish, German, and French) to customers across the globe, and for its technology platform.

In accordance with ASC 805, Business Combinations, the acquisition of Teston was recorded as an acquisition of a business. Under the purchase method of accounting, the fair value of the consideration was allocated to assets and liabilities assumed at their fair values. The fair values of customer relationships and non-compete agreements were determined using the With and Without Method, the fair values of developed technology and trademarks were determined using the Royalty Savings Method, and the fair value of the tester base was determined using the Replacement Cost Method. These fair values are based on Level 3 inputs within the fair value hierarchy, and the most significant unobservable input is estimated future revenues. The excess of the fair value of consideration paid over the fair values of net assets and liabilities acquired and identifiable intangible assets resulted in recognition of goodwill of $8.8 million. The goodwill consists largely of expected synergies from combining the operations of Teston with that of the Company. The goodwill recognized is not deductible for income tax purposes.

Purchase Price Allocation

The total purchase price was allocated to Teston’s net tangible and identifiable intangible assets based on their estimated fair values as of March 17, 2020 as set forth below:


	In thousands		Estimated useful lives (in years)
Current assets	$	765
Intangible assets
Customer relationships	500		7
Developed technology	580		4
Tester base	350		4
Trademarks	100		3
Non-compete agreements	200		3
Goodwill	8,785
Net deferred tax asset	51
Other long-term assets	2

F-20

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)


Other liabilities assumed	(388)
	$	10,945

In accordance with accounting for business combinations, the Company expensed $0.1 million for investment bankers fees, legal, consulting, and other costs directly related to the acquisition. The results of operations for Teston have been included in the consolidated statements of operations since the acquisition date. Actual and pro forma revenue and earnings (loss) for the acquisition have not been presented because they do not have a material impact to the Company’s consolidated revenue and results of operations.

4. Fair Value Measurements

The Company follows guidance provided in ASC 820, Fair Value Measurement, for valuation of financial assets and financial liabilities and for nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This guidance also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

The Company’s investment portfolio consists of money market funds amounting to $16.5 million, $83.2 million, and $64.1 million as of December 31, 2019, December 31, 2020, and June 30, 2021, respectively, which are carried at fair value. The Company has determined the carrying value to be equal to the fair value and has classified these investments as Level 1 financial instruments. There were no transfers in or out of Level 3 during the periods presented.

5. Consolidated Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	As of December 31,				As of June 30,
	2019		2020		2021
					(unaudited)
Computer, equipment, and software	$	1,871	$	2,117	$	2,513
Furniture and fixtures	130		150		185
Leasehold improvements	304		942		1,400
Property and equipment, gross	2,305		3,209		4,098
Less: accumulated depreciation	(1,784)		(1,917)		(2,054)
Property and equipment, net	$	521	$	1,292	$	2,044

F-21

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Depreciation expense was $0.5 million and $0.3 million for the years ended December 31, 2019 and 2020, respectively, and $0.1 million and $0.3 million for the six months ended June 30, 2020 and 2021, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	As of December 31,				As of June 30,
	2019		2020		2021
					(unaudited)
Sales tax payable	$	7,250	$	10,458	$	10,600
Accrued compensation and benefits	3,586		5,646		5,673
Accrued tax liabilities	429		2,893		3,108
Deferred rent, current	58		85		—
Others	1,718		4,948		4,653
Accrued expenses and other current liabilities	$	13,041	$	24,030	$	24,034

The Company is subject to indirect taxation in some, but not all, of the various U.S. states and foreign jurisdictions in which it conducts business. Therefore, the Company has an obligation to charge, collect, and remit Value Added Tax (VAT) or Goods and Services Tax (GST) in connection with certain of its foreign sales transactions and sales and use tax in connection with eligible sales to subscribers in certain U.S. states. In addition, on June 21, 2018, the U.S. Supreme Court overturned the physical presence nexus standard and held that states can require remote sellers to collect sales and use tax. As a result of this ruling and given the scope of the Company’s operations, taxing authorities continue to provide regulations that increase the complexity and risks to comply with such laws and could result in substantial liabilities, prospectively as well as retrospectively. The Company is at various stages of negotiations with the respective taxing authorities regarding these liabilities. Based on the information available, the Company continues to evaluate and assess the jurisdictions in which indirect tax nexus exists and believes that the indirect tax liabilities are adequate and reasonable. However, due to the complexity and uncertainty around the application of these rules by taxing authorities, results may vary materially from the Company’s expectations. The Company has recorded its best estimate of the liability of $5.5 million, $8.5 million, and $10.4 million as of December 31, 2019, December 31, 2020, and June 30, 2021, respectively, which is included in sales tax payable above.

Other Long-term Liabilities

Other long-term liabilities consisted of the following (in thousands):


	As of December 31,				As of June 30,
	2019		2020		2021
					(unaudited)
Deferred rent, non-current	$	176	$	1,324	$	—
Deferred tax liabilities	—		104		105
Other	—		1,098		1,434
Other long-term liabilities	$	176	$	2,526	$	1,539

F-22

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

6. Goodwill and Intangible Assets, Net

Goodwill

Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill amounts are not amortized but are rather tested for impairment at least annually during the fourth quarter. The following table reflects the changes in the carrying amount of goodwill (in thousands):


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
					(unaudited)
Balance at beginning of year	$	—	$	—	$	—	$	8,785
Addition due to acquisitions	—		8,785		8,785		—
Balance at end of year	$	—	$	8,785	$	8,785	$	8,785

F-23

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Intangible Assets, Net

Intangible assets consisted of the following (in thousands):


	As of December 31,				As of June 30,
	2019		2020		2021
					(unaudited)
Developed technology	$	1,007	$	1,789	$	1,888
Customer relationships	—		500		500
Other intangible assets	—		650		650
Intangible assets, gross	1,007		2,939		3,038
Less: accumulated amortization
Developed technology	(204)		(524)		(887)
Customer relationships	—		(57)		(92)
Other intangible assets	—		(164)		(277)
Intangible assets, net	$	803	$	2,194	$	1,782

Intangible assets have weighted-average amortization periods as follows:


			Years
Developed technology			4
Customer relationships			7
Other intangible assets			3–4

Amortization expense of intangible assets was $0.1 million and $0.5 million for the years ended December 31, 2019 and 2020, respectively, and $0.2 million and $0.5 million for the six months ended June 30, 2020 and 2021, respectively.

As of December 31, 2020, future amortization expense for intangible assets was estimated as follows (in thousands):


2021	$	1,027
2022	561
2023	270
2024	179
2025	71
Thereafter	86
Total	$	2,194

7. Debt

Revolving Line of Credit

In January 2018, the Company entered into a loan and security agreement (LSA) with a lender. The agreement was subsequently amended on January 21, 2021. The LSA provides the Company with a $15.0 million revolving line of credit (LOC) that accrues interest on the daily outstanding balance at a per annum rate equal to the greater of 5.50% or prime rate, plus 0.25% (5.75% at December 31, 2019 and 2020). Aggregate advances under the LOC may not exceed the lesser of (i) $15.0 million or (ii) the borrowing base, with the requirement that the Company shall maintain at all times unrestricted cash with the lender in an amount equal to at least $15.0 million. The LSA is secured by a security interest on substantially all the Company’s assets and is subject to certain financial covenants. The Company may use the proceeds of future borrowings under the credit facility for general corporate purposes

F-24

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

which may include, without limitation, financing the consideration for and fees, costs and expenses related to an acquisition. The LOC matured on April 12, 2021. As of December 31, 2019 and 2020, the LOC had an outstanding balance of $2.5 million and $0, respectively.

On June 18, 2021, the Company entered into a Fifth Loan and Security Modification Agreement which provides the Company with a revolving LOC of up to $5.5 million, maturing on June 18, 2024, and will accrue interest at a per annum rate equal to the greater of 3.25% and prime rate as reported in The Wall Street Journal or such other rate of interest publicly announced from time to time by lender as its prime rate (3.25% at June 30, 2021). Pursuant to this agreement, the Company is required to maintain at all times unrestricted cash with the lender in an amount equal to at least $5.5 million.

As of June 30, 2021, the Company has no outstanding borrowings pursuant to the above LOC. The Company was in compliance with the LSA as of, and during the years ended December 31, 2019 and 2020, and as of and during the six months ended June 30, 2021.

8. Commitments and Contingencies

Operating Leases

The Company leases its office facilities in the United States and the United Kingdom under non-cancellable agreements that expire at various dates through July 2025. Rent expense during the years ended December 31, 2019 and 2020 was $2.2 million and $5.2 million, respectively.

On September 17, 2019, the Company entered into a sublease lease agreement with a subtenant for the lease period of October 1, 2019 to August 31, 2022. The lease premise is located in Atlanta, Georgia and consists of approximately 9,746 square feet, with a total annual base rent of $0.3 million. The Company recognizes any sublease rental income on a straight-line basis as an offset to rent expense.

Future minimum payments related to operating leases as of December 31, 2020 are as follows (in thousands):


2021	$	5,401
2022	5,357
2023	4,976
2024	4,860
2025	3,302
Total future minimum payments	$	23,896

Total operating lease costs were $3.0 million, excluding short-term lease costs, variable lease costs, and sublease income, each of which were immaterial for the six months ended June 30, 2021.

Supplemental cash flow information related to leases were as follows (in thousands):


	Six Months Ended June 30, 2021
	(unaudited)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,556
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	292

Weighted-average remaining lease term and discount rate for the Company’s operating leases were as follows:

F-25

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)


			June 30, 2021
			(unaudited)
Weighted-average remaining lease term			3.9 years
Weighted-average discount rate			6.0%

The total remaining lease payments under non-cancelable operating leases as of June 30, 2021 were as follows (unaudited in thousands):


Remainder of 2021	$	2,698
2022	5,391
2023	4,977
2024	4,861
2025	3,302
Total undiscounted lease payments	21,229
Less imputed interest	(2,295)
Present value of operating lease liabilities	$	18,934

Warranties, Indemnification, and Contingencies

The Company enters into service level agreements with customers which warrant defined levels of uptime and support response times and permit those customers to receive credits for prepaid amounts in the event that those performance and response levels are not met. To date, the Company has not experienced any significant failures to meet defined levels of performance and response. In connection with the service level agreements, the Company has not incurred any significant costs and has not accrued any liabilities in the consolidated financial statements.

In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments.

In addition, the Company has agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines, and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that may enable the Company to recover a portion of any future amounts paid.

On July 30, 2020, the Scottish Enterprise, an organization established by the Scottish Government, awarded to the Company’s subsidiary, UserTesting Ltd., a grant to be used to invest in research and development by creating additional technical roles at the Company’s European headquarters in Edinburgh. The Company plans to utilize the funding to strengthen its research and development department based in Edinburgh, enhance the capabilities of its platform, and support international growth.

To qualify for the grant, the Company has agreed to unconditionally and irrevocably guarantee as a continuing obligation to Scottish Enterprise that, if any monies become repayable by UserTesting Ltd. to Scottish Enterprise under the terms and conditions of the Agreement and UserTesting Ltd. does not repay such monies to Scottish Enterprise on the first demand, the Company must pay to Scottish Enterprise an amount equal to such monies, together with interest.

F-26

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

Legal Proceedings

In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These estimates are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. In general, the resolution of a legal matter could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s operating results. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company does not have any such matters that, if resolved unfavorably, would have a material impact on its financial condition, results of operations or cash flows.

9. Convertible Preferred Stock, Stockholders’ Deficit and Equity Incentive Plan

Convertible Preferred Stock

In February 2019, the Company amended its Amended and Restated Articles of Incorporation to (i) increase the shares of common stock authorized for issuance to 120,000,000 shares; (ii) increase the shares of preferred stock authorized for issuance to 80,936,886 shares; and (iii) designate 9,743,564 shares of Series E preferred stock. In February 2019, the Company issued 9,743,564 shares of Series E preferred stock at a price of $2.2579 per share for gross proceeds of $22.0 million. In July 2019, the Company amended its Amended and Restated Articles of Incorporation to increase the shares of common stock authorized for issuance to 123,300,000 shares.

In February 2020, the Company amended its Amended and Restated Articles of Incorporation to (i) increase the shares of common stock authorized for issuance to 161,761,151 shares; (ii) increase the shares of preferred stock authorized for issuance to 105,615,324 shares; and (iii) designate 29,914,217 shares of Series F preferred stock. In February 2020, the Company issued 29,914,217 shares of Series F preferred stock at a price of $3.342892 per share for gross proceeds of $100.0 million.

The Company has seven outstanding series of preferred stock as of December 31, 2019 and eight outstanding series of preferred stock as of December 31, 2020, which are convertible at the option of the holder. Preferred stock has been classified as temporary equity on the consolidated balance sheets. The preferred stock is not redeemable; however, upon the event of a voluntary or involuntary liquidation, dissolution, change in control, or winding up of the Company, holders of the preferred stock may have the right to receive their liquidation preference under the terms of the preferred stock. A summary of the preferred stock outstanding and other related information is as follows (in thousands, except share data):


	As of December 31, 2019
	Designated Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference
Series Seed convertible preferred stock	5,235,779	5,235,779	$	178
Series A convertible preferred stock	17,044,117	17,044,117	1,921
Series A-1 convertible preferred stock	3,761,486	3,761,486	3,176
Series B convertible preferred stock	7,378,199	7,378,199	1,899
Series C convertible preferred stock	25,608,699	25,608,699	45,500
Series D convertible preferred stock	12,165,042	12,165,042	27,337
Series E convertible preferred stock	9,743,564	9,743,564	22,000
Total convertible preferred stock	80,936,886	80,936,886	$	102,011

F-27

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)


	As of December 31, 2020
	Designated Shares Authorized	Shares Issued and Outstanding	Aggregate Liquidation Preference
Series Seed convertible preferred stock	5,235,779	5,235,779	$	178
Series A convertible preferred stock	17,044,117	17,044,117	1,921
Series A-1 convertible preferred stock	3,761,486	3,761,486	3,176
Series B convertible preferred stock	7,378,199	7,378,199	1,899
Series C convertible preferred stock	25,608,699	25,608,699	45,500
Series D convertible preferred stock	12,165,042	12,165,042	27,337
Series E convertible preferred stock	9,743,564	9,743,564	22,000
Series F convertible preferred stock	29,914,217	29,914,217	100,000
Total convertible preferred stock	110,851,103	110,851,103	$	202,011

The rights, preferences, privileges, restrictions, and other matters relating to the preferred stock are set forth in the Company’s Amended and Restated Certificate of Incorporation dated February 19, 2020, as amended, and are summarized as follows:

Dividend Rights – Holders of shares of Series Seed convertible preferred stock, Series A convertible preferred stock, Series A-1 convertible preferred stock, Series B convertible preferred stock, Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, and Series F convertible preferred stock are entitled to receive dividends at the annual rate of 8% of the original series' issue price, payable out of funds legally available, prior and in preference to any declaration or payment of any dividend on common stock. No dividends shall be paid on the common stock at a greater rate than that paid on any series of preferred stock. Such dividends shall be payable when, as and if declared by the board of directors and shall be on noncumulative basis. As of December 2019, and 2020, no dividends have been declared or paid by the Company.

Liquidation preference – In the event of any liquidation, whether voluntary or involuntary, the holders of Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, and Series F convertible preferred stock shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of this Company to the holders of Series Seed convertible preferred stock, Series A convertible preferred stock, Series A-1 convertible preferred stock, Series B convertible preferred stock or common stock by reason of their ownership thereof, an amount per share of Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, and Series F convertible preferred stock equal to the greater of (i) the sum of (x) $1.77674 for each outstanding share of Series C convertible preferred stock, $2.24718 for each outstanding share of Series D convertible preferred stock, $2.2579 for each outstanding share of Series E convertible preferred stock, and $3.342892 for each outstanding share of Series F convertible preferred stock and (y) an amount equal all declared but unpaid dividends on such share or (ii) such amount per share as would have been payable had all shares of Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, and Series F convertible preferred stock, as applicable, been converted into common stock. If the assets and funds distributed among the holders of the Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, and Series F convertible preferred stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock, and Series F convertible preferred stock on a pari passu basis in proportion to the preferential amount each such holder is otherwise entitled to receive.

After the payment of the full liquidation preference of the Series C convertible preferred stock, Series D convertible preferred stock, Series E convertible preferred stock and Series F convertible preferred stock, the holders of Series B convertible preferred stock shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of this Company to the holders of Series Seed convertible preferred stock, Series A convertible preferred stock, Series A-1 convertible preferred stock or common stock by reason of their ownership thereof, an amount per share of Series B convertible preferred stock equal to the greater of (i) the sum of (x) $0.2574

F-28

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

per share for each outstanding share of Series B convertible preferred stock and (y) an amount equal all declared but unpaid dividends on such share or (ii) such amount per share as would have been payable had all shares of Series B convertible preferred stock been converted into common stock. If the remaining assets and funds distributed among the holders of the Series B convertible preferred stock are insufficient to permit payment to such holders of the full preferential amount, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series B convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

The holders of Series A convertible preferred stock, Series A-1 convertible preferred stock, and Series Seed convertible preferred stock are entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of the Company to the holders of common stock by reason of their ownership thereof, an amount per share of such series of convertible preferred stock equal to the greater of (i) the sum of (x) (A) $0.11268 for each outstanding share of Series A convertible preferred stock, (B) $0.8443345 for each outstanding share of Series A-1 convertible preferred stock, (C) $0.03396 for each outstanding share of Series Seed convertible preferred stock and (y) an amount equal all declared but unpaid dividends on such share of Series Seed convertible preferred stock, Series A convertible preferred stock or Series A-1 convertible preferred stock, respectively, or (ii) such amount per share as would have been payable had all shares of such series of convertible preferred stock been converted into common stock. If the remaining assets and funds distributed among the holders of the Series A convertible preferred stock, Series A-1 convertible preferred stock, and Series Seed convertible preferred stock are insufficient to permit payment to such holders of the full preferential amount, then the entire remaining assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Series A convertible preferred stock, Series A-1 convertible preferred stock, and Series Seed convertible preferred stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

The Company’s convertible preferred stock is classified outside of stockholders’ deficit because, in the event of certain “liquidation events” that are not solely within the Company’s control, the shares would become redeemable at the option of the holders. The Company does not adjust the carrying values of the convertible preferred stock to its deemed liquidation values since a liquidation event was not probable at any of the balance sheet dates. Subsequent adjustments to increase or decrease the carrying values to the ultimate liquidation values will be made only if and when it becomes probable that such a liquidation event will occur.

Conversion rights – Each share of Series Seed, Series A, Series A-1, Series B, Series C, Series D, Series E, and Series F convertible preferred stock shall be convertible into common stock as determined by dividing the applicable original issue price for the given preferred shares by the applicable conversion price for such series. Series Seed, Series A, Series A-1, Series B, Series C, Series D, Series E, and Series F are convertible at the option of the holder at any time after the date of issuance of such shares, subject to adjustments for events of stock splits, stock dividend, and dilution.

Each share of preferred stock will automatically convert at the conversion rate upon the earlier of (i) the sale of Common Stock in a firm commitment underwritten public offering at a price of not less than $4.49436 per share and aggregate proceeds to the Company of not less than $50,000,000 in the aggregate or (ii) upon receipt of a written request for such conversion from the requisite holders of the then outstanding Series Preferred, or on such other date as is specified in such written request. Any automatic conversion of the preferred stock into common stock that is proposed in connection with a Liquidation Event requires the prior consent from the requisite holders of the outstanding Series Preferred.

Voting Rights – The holder of each share of convertible preferred stock shall have the right to one vote for each share of common stock into which such share of convertible preferred stock could then be converted. The holders of Series Preferred and Common Stock currently have the right to elect the board of directors as follows:

a)The holders of shares of Series A and Series A-1 convertible preferred stock, voting as a single class on an as-converted to common stock basis, are entitled to elect one director of the Company.

b)The holders of shares of Series C convertible preferred stock, voting as a separate class, are entitled to elect one director of the Company.

F-29

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

c)The holders of shares of common stock, voting as a separate class, are entitled to elect two directors of the Company.

d)The holders of shares of preferred stock and common stock, voting together as a single class and on an as-converted to common stock basis, are entitled to elect the remaining directors of the Company.

Protective provisions – So long as at least 25% of the originally issued shares of convertible preferred stock are outstanding, the Company shall not take any actions that would affect the rights, preferences, or privileges, change the authorized number of shares of convertible preferred stock or common stock, create or authorize the creation of or issue or obligate itself to issue any notes, debt or debt securities containing equity features, redeem or repurchase any of the Company’s equity securities other than repurchases of terminated employee or consultant shares pursuant to agreements providing for such repurchase, liquidate dissolve or wind-up the business and affairs of the Company, without first obtaining the approval by vote or written consent of a majority of the then outstanding shares of convertible preferred stock.

In the event that the Company issues additional shares of common stock without consideration, or for a consideration per share less than the preferred stock conversion price in effect on the date of and immediately prior to the issuance, the preferred stock conversion price for each series will be reduced to a price determined by multiplying the preferred stock conversion price by a fraction, which is derived by a numerator, which is the number of shares of common stock outstanding immediately prior to the issuance plus the number of shares of common stock that would have been issued if the additional shares were issued at the conversion price prior to issuance, and a denominator, which is the number of shares outstanding immediately prior to the issuance plus the additional shares issued in the transaction.

Common Stock

The Company has the following shares of common stock reserved for future issuance (in thousands):


	As of December 31,		As of June 30,
	2019	2020	2021
			(unaudited)
Conversion of convertible preferred stock	80,937	110,851	110,851
Outstanding stock awards to purchase common stock	18,565	22,814	24,448
Stock awards available for future grants	2,290	2,446	1,490
	101,792	136,111	136,789

Repurchases

In February and April 2019, the Company allowed one former consultant and one former employee to sell shares of common stock to the Company. As part of the offer, an aggregate of 525,000 shares of outstanding common stock were purchased from the former consultant and former employee for a total consideration of $1.0 million. The amounts paid in excess of the fair value of common stock at the time of purchase were recorded as stock-based compensation expense. The Company recorded stock-based compensation expense of $0.5 million related to the excess of the selling price of common stock over the fair value of the repurchased shares.

Secondary Sales

In June and July 2019, certain investors acquired 855,102 of the Company’s shares of common stock, 236,873 of the Company’s shares of Series A-1 convertible preferred stock, and 617,990 of the Company’s shares of Series Seed convertible preferred stock from certain executives at purchase prices in excess of the estimated fair value at the time of the transactions (secondary sales). As a result, the Company recorded a total of $0.8 million in stock-based compensation expense for the difference between the price paid by the investor and the estimated fair value on the dates of the transactions for the year ended December 31, 2019. This expense was recorded as general and administrative expense in the consolidated statements of operations. In connection with these secondary sales of common stock, Series A-1 convertible preferred stock and Series Seed convertible preferred stock the Company

F-30

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

either waived or assigned its rights of first refusal or other transfer restrictions applicable to such shares. There was a secondary sale for the year ended December 31, 2020 which did not result in additional stock-based compensation expense.

Equity Incentive Plan

In June 2007, the Company adopted the 2007 Equity Incentive Plan (the 2007 Plan). Under the 2007 Plan, the Company was originally authorized to issue 500,000 options. In March 2013, the board of directors adopted the 2013 Equity Incentive Plan (the 2013 Plan) and suspended the 2007 Plan. Upon the effective date of the suspension of the 2007 Plan, all remaining shares available for issuance under the 2007 Plan became available for issuance under the 2013 Plan and any options that expire or are forfeited automatically become available under the 2013 Plan.

As of December 31, 2019, December 31, 2020, and June 30, 2021, 2,290,374, 2,445,852, and 1,489,928 shares of common stock have been reserved for issuance under the 2013 Plan, respectively. The 2013 Plan provides for the grant of stock options, restricted stock, and other stock-related and performance awards that may be settled in cash, stock, or such other consideration as permitted by the board of directors.

Only employees shall be eligible for the grant of incentive stock options. The exercise price of an option cannot be less than the fair value of one share of common stock on the date of grant for incentive stock options or 100% of the fair value of one share of common stock for non-statutory stock options (not less than 110% of the fair value for stockholders owning greater than 10% of all classes of stock). Options are exercisable over periods not to exceed ten years from the date of grant (five years for incentive stock options granted to stockholders owning greater than 10% of all classes). Vesting terms for options generally range from two to four years.

The following summary of the equity incentive plan activity for the years ended December 31, 2019 and 2020 and for the six months ended June 30, 2021 is shown collectively for the 2007 Plan and the 2013 Plan:


	Options Outstanding
	Outstanding Stock options	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance as of January 1, 2019	15,853	$	0.82	7.47	$	2,307
Granted	5,518	1.04
Exercised	(1,513)	0.74			472
Forfeited	(1,070)	0.91
Expired	(223)	0.78
Balance as of December 31, 2019	18,565	0.89		7.96	3,135
Granted	7,381	1.28
Exercised	(2,231)	0.85			4,319
Forfeited	(738)	0.96
Expired	(163)	0.85
Balance as of December 31, 2020	22,814	1.02		7.77	54,082
Granted (unaudited)	3,158	3.91
Exercised (unaudited)	(983)	0.83			4,319
Forfeited (unaudited)	(392)	1.64
Expired (unaudited)	(149)	0.86
Balance as of June 30, 2021 (unaudited)	24,448	$	1.39	7.70	$	82,352
Vested and exercisable:
December 31, 2019	7,511	$	0.80	6.54	$	1,965
December 31, 2020	10,015	$	0.86	6.45	$	25,377
June 30, 2021 (unaudited)	11,654	$	0.89	6.55	$	45,051

F-31

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

The weighted-average grant date fair value of options granted during the years ended December 31, 2019 and 2020 was $0.48 and $0.89, respectively. As of December 31, 2019 and 2020, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $3.9 million and $7.3 million, respectively, which are expected to be recognized over a weighted-average period of 2.8 years and 2.6 years, respectively. The total fair value of stock options vested during the years ended December 31, 2019 and 2020 was $1.9 million and $2.4 million, respectively.

The weighted-average grant date fair value of options granted during the during the six months ended June 30, 2020 and 2021 was $0.67 and $2.29, respectively. As of June 30, 2021, the unrecognized stock-based compensation expense related to outstanding unvested stock options was $13.3 million, which is expected to be recognized over a weighted-average period of 2.6 years. The total fair value of stock options vested during the six months ended June 30, 2021 was $1.6 million.

From time to time, the Company has granted restricted stock awards to certain third-party service providers in exchange for their services. There was no restricted stock award activity during the years ended December 31, 2019 and 2020. During the six months ended June 30, 2021, the Company granted restricted stock awards of 9,434 shares with weighted average grant date fair value of $4.36 per share, which were fully vested at the time of grant. The aggregate grant-date fair value of restricted stock awards vested is immaterial for the six months ended June 30, 2021.

Stock-Based Compensation

The Company estimated the fair values of each option awarded on the date of grant using the Black-Scholes-Merton option pricing model utilizing the assumptions noted below. The expected term of the options is based on the average period the stock options are expected to remain outstanding, calculated as the midpoint of the options vesting term and the contractual expiration period, as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected stock price volatility for the Company’s stock was determined by examining the historical volatilities of its industry peers as the Company did not have any trading history of its common stock.

The risk-free interest rate was calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption is zero as the Company has no history of, nor plans of, dividend payments.

The assumptions used under the Black-Scholes-Merton option pricing model to calculate the estimated fair value of stock options granted to employees are as follows:


	Year Ended December 31,		Six Months Ended June 30,
	2019	2020	2020	2021
			(unaudited)
Fair value of common stock	$ 1.03 — $ 1.06	$ 1.24 — $ 3.26	$ 1.24	$ 3.88 — $ 4.36
Risk-free interest rate	1.65% — 2.37%	0.41% — 0.52%	0.41% — 0.52%	0.95% — 1.05%
Expected term (years)	4.86 — 6.07	5.09 — 6.07	5.09 — 6.04	5.73 — 6.06
Expected volatility	43.51% — 47.19%	50.43% — 56.40%	50.43% — 52.56%	54.04% — 55.07%
Expected dividend yield	None	None	None	None

Assumptions used in valuing non-employee stock options are generally consistent with those used for employee stock options. The total non-employee stock-based compensation is immaterial.

Stock-based compensation expense was $2.9 million and $2.5 million for the years ended December 31, 2019 and 2020, respectively. As of December 31, 2020, unrecognized compensation expense related to stock options was $7.1 million. These costs are expected to be recognized over the remaining weighted-average vesting period of approximately 2.6 years.

Stock-based compensation expense was $1.2 million and $2.1 million for the six months ended June 30, 2020 and 2021, respectively. As of June 30, 2021, unrecognized compensation expense related to stock options was $13.3

F-32

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

million. These costs are expected to be recognized over the remaining weighted-average vesting period of approximately 2.6 years.

The total stock-based compensation expense by line item in the accompanying consolidated statements of operations is summarized as follows (in thousands):


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
					(unaudited)
Cost of revenue:
Subscription	$	49	$	14	$	6	$	19
Professional services	83		35		19		82
Operating expenses:
Sales and marketing	810		868		406		675
Research and development	790		346		156		383
General and administrative	1,529		1,284		586		973
Total stock-based compensation expense	$	3,261	$	2,547	$	1,173	$	2,132

10. Income Taxes

The income (loss) before the provision for income taxes by U.S. and foreign jurisdictions consisted of the following:


	Year Ended December 31,
	2019		2020
	(in thousands)
United States	$	(19,983)	$	(34,491)
Foreign	498		1,408
Total	$	(19,485)	$	(33,083)

The provision for income taxes consisted of the following:


	Year Ended December 31,
	2019		2020
	(in thousands)
Current provision:
Federal	$	—	$	—
State	1		17
Foreign	81		728
Total current provision for income taxes	82		745
Deferred provision:
Federal	—		—
State	—		—
Foreign	—		155
Total deferred provision for income taxes	—		155
Provision for income taxes	$	82	$	900

F-33

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

The effective income tax rate differs from the federal statutory income tax rate applied to the income (loss) before income taxes due to the following:


	Year Ended December 31,
	2019		2020
	(in thousands)
Tax computed at U.S. federal statutory rate	$	(4,111)	$	(6,931)
State taxes, net of federal benefit	1		17
Tax rate differential for international subsidiaries	(11)		137
Stock-based compensation	514		365
Tax credits	(1,646)		(769)
Change in valuation allowance	5,347		7,878
Other	(12)		203
Provision for income taxes	$	82	$	900

Significant components of the Company’s deferred tax assets are shown below. A valuation allowance has been recognized to offset the Company’s deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized.


	As of December 31,
	2019		2020
	(in thousands)
Deferred tax assets:
Net operating loss carryforwards	$	22,918	$	30,463
Credit carryforwards	1,655		2,436
Accruals and others	2,120		3,295
Stock based compensation	169		98
Depreciation	81		699
Gross deferred tax assets	26,943		36,991
Less valuation allowance	(24,706)		(33,774)
Total deferred tax assets	$	2,237	$	3,217
Deferred tax liabilities:
Deferred commission	$	(2,237)	$	(3,217)
Intangibles	—		(104)
Gross deferred tax liabilities	(2,237)		(3,321)
Net deferred tax liabilities	$	—	$	(104)

The Company maintains a full valuation allowance against its U.S. deferred tax assets as of December 31, 2020. It regularly assesses the need for a valuation allowance against its net deferred tax assets. In making that assessment, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. Due to cumulative losses over recent years and based on all available evidence, the Company has determined that it is more likely than not that its U.S. deferred tax assets will not be realized as of December 31, 2020. The change in valuation allowance for the year ended December 31, 2020 is primarily attributable to increases in current year net operating loss carryforwards of $7.5 million and tax credits of $0.8 million.

The Company has elected to record taxes associated with its Global Intangible Low-Taxed Income (GILTI) as period costs if and when incurred.

F-34

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

At December 31, 2020, the Company has total net operating loss carryforwards (NOLs) of $125.0 million for federal income tax purposes, of which $70.5 million begin to expire in 2028 and $54.5 million that have no expiration date and federal research tax credits of approximately $3.5 million that begin to expire in 2032. The Company also has state NOLs of $67.0 million that begin to expire in 2029, and state research tax credits of approximately $1.4 million that have no expiration date. Utilization of the NOLs and tax credit carryforwards may be subject to an annual limitation due to the ownership change provisions of U.S. tax law, as defined in Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOLs and credits before use. The Company determined that an ownership change, as defined under IRC Section 382, occurred in previous years. The analysis concluded that the Company has experienced ownership changes since inception and that its utilization of NOL and R&D credit carryforwards will be subject to annual limitations. These ownership changes resulted in the expiration of immaterial net operating loss and credit carryforwards prior to utilization. The limitation on the Company’s use of net operating loss and credit carryforwards could reduce the Company’s ability to use a portion of the tax attributes to offset future taxable income.

The Company has not recorded a provision for deferred U.S. tax expense that could result from the remittance of foreign undistributed earnings since we intend to reinvest the earnings of the foreign subsidiaries indefinitely. The Company’s share of the undistributed earnings of foreign corporations not included in its consolidated federal income tax returns that could be subject to additional U.S. income tax if remitted is immaterial. As of December 31, 2020, the amount of unrecognized U.S. federal deferred income tax liability for undistributed earnings is immaterial.

A reconciliation of the beginning and ending balance of total unrecognized tax benefits during 2019 and 2020 is as follows:


	Year Ended December 31,
	2019		2020
	(in thousands)
Balance, beginning of period	$	—	$	2,106
Tax positions taken in prior periods:
Gross increases	1,978		—
Tax positions taken in current periods:
Gross increases	128		650
Balance, end of period	$	2,106	$	2,756

As of December 31, 2020, the Company had gross unrecognized tax benefits of $2.8 million, of which $0.4 million would impact the effective tax rate, if recognized. It recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. Accrued interest and penalties included in the Company’s liability related to unrecognized tax benefits were immaterial at December 31, 2020. The amount of unrecognized tax benefits could be reduced upon expiration of the applicable statutes of limitations. Interest and penalties accrued on these uncertain tax positions are recognized as income tax expense and will be released upon the expiration of the statutes of limitations. These amounts are also not material for any periods presented.

The Company is subject to taxation in the United States and foreign jurisdictions. As of December 31, 2020, the Company’s tax years starting from 2008 remain subject to future examination.

There are differing interpretations of tax laws and regulations, and as a result, disputes may arise with tax authorities involving issues of the timing and amount of deductions and allocations of income among various tax jurisdictions. The Company periodically evaluates its exposures associated with its tax filing positions. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result from these examinations, and the Company does not anticipate a significant impact to its gross unrecognized tax benefits within the next 12 months related to these years.

Governments in certain countries where the Company does business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) enacted

F-35

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

by the United States on March 27, 2020. the Company is continuing to analyze these legislative developments which are not material for the year ended December 31, 2020.

The Company’s provision for income taxes was $0.7 million and $0.3 million for the six months ended June 30, 2020 and 2021, respectively, with an effective tax rate of (4.0)% and (1.2)% for the six months ended June 30, 2020 and 2021, respectively. The effective tax rate differs from the U.S. statutory tax rate primarily due to the valuation allowance on the Company’s U.S. deferred tax assets.

There have been no material changes to the estimates or assumptions used in the calculation of the provision for income taxes for the six months ended June 30, 2021. There were no material changes to uncertain tax positions during the six months ended June 30, 2021. The Company maintained a full valuation allowance against its U.S. deferred tax assets as of June 30, 2021.

11. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented (in thousands, except share and per share data):


	Year Ended December 31,				Six Months Ended June 30,
	2019		2020		2020		2021
					(unaudited)
Numerator:
Net loss attributable to common stockholders, basic and diluted	$	(19,567)	$	(33,983)	$	(17,145)	$	(24,167)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted	14,954		16,210		15,914		18,412
Net loss per share attributable to common stockholders, basic and diluted	$	(1.31)	$	(2.10)	$	(1.08)	$	(1.31)

The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows (in thousands):


	Year Ended December 31,		Six Months Ended June 30,
	2019	2020	2020	2021
			(unaudited)
Convertible preferred shares	80,937	110,851	110,851	110,851
Options issued and outstanding	18,565	22,814	23,425	24,448

Total antidilutive securities	99,502	133,665	134,276	135,299

For each of the periods presented where the Company reported a net loss, the effect of all potentially dilutive securities would be antidilutive, and as a result diluted net loss per common share is the same as basic net loss per common share.

12. Employee Benefit Plans

The Company maintains a retirement savings plan, which is intended to qualify under Section 401(k) of the Internal Revenue Code. Participants may contribute up to applicable annual Internal Revenue Code limits. The plan allows the Company to make matching contributions to eligible participants. The Company provided a matching contribution up to 4% of eligible participants’ compensation. The plan provides for automatic salary deferrals of 5% of compensation each year. Participants are permitted to change their salary deferral percentage and waive the automatic deferral provision. All participants’ deferrals, rollovers and matching contributions are 100% vested when contributed. The Company recognized $1.8 million and $2.3 million in expenses related to the 401(k) match for the

F-36

USERTESTING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(information as of June 30, 2021 and for the six months ended June 30, 2020 and 2021 is unaudited)

years ended December 31, 2019 and 2020, respectively, and $1.2 million and $1.5 million for the six months ended June 30, 2020 and 2021, respectively.

13. Subsequent Events

The Company has evaluated subsequent events after the balance sheet date through June 11, 2021, the date the consolidated financial statements as of and for the year ended December 31, 2020 were issued.

In March 2021, the Company granted stock options to purchase an aggregate of 583,200 shares of common stock with an exercise price of $3.39 per share. These options have a total grant date fair value of $1.2 million and have a weighted-average requisite service period of approximately four years.

On April 21, 2021, the Company filed the second claim for the grant with Scottish Enterprise, and the Company expects to receive $0.6 million under the grant.

In May 2021, the Company granted stock options to purchase an aggregate of 2,575,032 shares of common stock, including 1,615,582 options granted to the Company’s Chief Financial Officer, with an exercise price of $4.03 per share. These options have a total grant date fair value of $6.0 million and have a weighted-average requisite service period of approximately four years. Additionally, the Company granted restricted stock awards of 9,434 shares with a total fair value of less than $0.1 million, which were fully vested at the time of grant.

Subsequent Events (Unaudited)

As it pertains to the interim consolidated financial statements as of and for the six months ended June 30, 2021, the Company evaluated subsequent events through September 13, 2021, the date the interim consolidated financial statements were available for issuance and identified the following:

In July 2021, the Company received $0.7 million from the grant awarded by Scottish Enterprise.

In August 2021, the Company granted stock options to purchase an aggregate of 636,100 shares of common stock with an exercise price of $4.76 per share. These options have a weighted-average requisite service period of approximately four years.

The Company also evaluated subsequent events from September 13, 2021, when the interim consolidated financial statements were available for issuance, through October 13, 2021, the date the preliminary prospectus in connection with the Company’s anticipated IPO is filed with the Securities and Exchange Commission, and identified the following:

In September 2021, the Company granted stock options to purchase an aggregate of 333,700 shares of common stock with an exercise price of $4.76 per share. These options have a weighted-average requisite service period of approximately four years.

In September 2021, the Company granted RSUs settleable for 2,156,000 shares of common stock with a weighted average grant date fair value of $17.19 per share. These RSUs have a weighted-average requisite service period of approximately four years.

F-37

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all costs and expenses to be paid by the Registrant, other than underwriting discounts and commissions, in connection with the sale of the common stock being registered hereby. All amounts shown are estimates except for the SEC registration fee, the Financial Industry Regulatory Authority (FINRA) filing fee and the NYSE listing fee:


	Amount Paid or to be Paid
SEC registration fee	$	9,270
FINRA filing fee		15,500
NYSE listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous expenses		*
Total		*
	$	*

________________

*To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (DGCL) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the DGCL are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended (Securities Act).

As permitted by the DGCL, the Registrant’s restated certificate of incorporation to be effective upon the completion of this offering contains provisions that eliminate the personal liability of its directors for monetary damages for any breach of fiduciary duties as a director, except liability for the following:

•any breach of the director’s duty of loyalty to the Registrant or its stockholders;

•acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

•under Section 174 of the DGCL (regarding unlawful dividends and stock purchases); or

•any transaction from which the director derived an improper personal benefit.

As permitted by the DGCL, the Registrant’s restated bylaws to be effective upon the completion of this offering, provide that:

•the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by the DGCL, subject to very limited exceptions;

•the Registrant may indemnify its other employees and agents as set forth in the DGCL;

II-1

•the Registrant is required to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions; and

•the rights conferred in the restated bylaws are not exclusive.

Prior to completion of this offering, the Registrant has entered into indemnification agreements with each of its current directors and executive officers to provide these directors and executive officers additional contractual assurances regarding the scope of the indemnification set forth in the Registrant’s restated certificate of incorporation and restated bylaws and to provide additional procedural protections. There is no pending litigation or proceeding involving a director or executive officer of the Registrant for which indemnification is sought. The indemnification provisions in the Registrant’s restated certificate of incorporation, restated bylaws and the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers may be sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for liabilities arising under the Securities Act.

The Registrant currently carries liability insurance for its directors and officers.

Certain of the Registrant’s directors are also indemnified by their employers with regard to service on the Registrant’s board of directors.

In addition, the underwriting agreement filed as Exhibit 1.1 to this registration statement provides for indemnification by the underwriters of the Registrant and the Registrant’s officers and directors for certain liabilities arising under the Securities Act, or otherwise.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since June 7, 2018, the Registrant has issued and sold the following securities:

(a)Stock Option, Restricted Stock Unit and Restricted Stock Award Grants

The Registrant granted options to employees, directors, and other service providers to purchase an aggregate of 26,504,921 shares of common stock under its 2013 Equity Incentive Plan (the 2013 Plan), with per share exercise prices ranging from $0.89 to $4.76, and has issued 5,887,846 shares of common stock upon exercise of stock options under the 2013 Plan.

The Registrant granted restricted stock units to employees, directors, and other service providers for an aggregate of 2,156,000 shares of common stock under its 2013 Plan.

The Registrant granted to certain service providers restricted stock awards covering 9,434 shares of common stock under its 2013 Plan, with a weighted average grant date fair value of $4.36 per share.

The issuances of the securities described above were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act or Rule 701 promulgated under the Securities Act as transactions pursuant to compensatory benefit plans. The shares of common stock issued upon the exercise of options are deemed to be restricted securities for purposes of the Securities Act.

(b)Preferred Stock

In February 2019, the Registrant issued and sold to 11 accredited investors an aggregate of 9,743,564 shares of Series E convertible preferred stock at a purchase price of $2.2579 per share, for aggregate consideration of approximately $22.0 million. In connection with the completion of this offering, these shares of Series E convertible preferred stock will convert into 9,743,564 shares of the Registrant’s common stock. This transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

II-2

In February 2020, the Registrant issued and sold to 12 accredited investors an aggregate of 29,914,217 shares of Series F convertible preferred stock at a purchase price of $3.342892 per share, for aggregate consideration of approximately $100.0 million. In connection with the completion of this offering, these shares of Series F convertible preferred stock will convert into 29,914,217 shares of the Registrant’s common stock. This transaction was exempt from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act.

None of the foregoing transactions involved any underwriters, underwriting discounts, or commissions or any public offering, and the Registrant believes each transaction was exempt from the registration requirements of the Securities Act as stated above. All recipients of the foregoing transactions either received adequate information about the Registrant or had access, through their relationships with the Registrant, to such information. Furthermore, the Registrant affixed appropriate legends to the share certificates and instruments issued in each foregoing transaction setting forth that the securities had not been registered and the applicable restrictions on transfer.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)Exhibits.


Exhibit Number						Description of Document
1.1*						Form of Underwriting Agreement.

3.1						Restated Certificate of Incorporation of the Registrant, as currently in effect (included as Exhibit A to Certificate of Merger of User Testing, Inc. with and into UserTesting, Inc., dated as of September 15, 2021).

3.2						Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, as currently in effect, dated September 22, 2021.

3.3						Form of Restated Certificate of Incorporation, to be effective immediately prior to the completion of this offering.

3.4						Bylaws of the Registrant, as currently in effect.

3.5						Form of Restated Bylaws, to be effective immediately prior to the completion of this offering.

4.1*						Form of Common Stock certificate.

4.2						Amended and Restated Investors’ Rights Agreement, dated February 20, 2020, by and among the Registrant and certain security holders of the Registrant.

5.1*						Opinion of Fenwick & West LLP.

10.1						Form of Indemni ty Agreement between the Registrant and each of its directors and executive officers .

10.2						2013 Equity Incentive Plan and forms of equity agreements thereunder.

10.3						2021 Equity Incentive Plan, to become effective on the day immediately before the date of this prospectus, and forms of award agreements.

10.4						2021 Employee Stock Purchase Plan, to be effective on the effective date of this registration statement, and form of subscription agreement.

10.5*						Change in Control and Severance Agreement, dated , by and between the Registrant and Andy MacMillan.

10.6*						Change in Control and Severance Agreement, dated , by and between the Registrant and David A. Satterwhite.

10.7*						Change in Control and Severance Agreement, dated , by and between the Registrant and Kaj van de Loo.

10.8*						Confirmatory Offer Letter, dated , by and between the Registrant and Andy MacMillan.

10.9*						Confirmatory Offer Letter, dated , by and between the Registrant and David A. Satterwhite.

10.10*						Confirmatory Offer Letter, dated , by and between the Registrant and Kaj van de Loo.

10.11						Independent Director Compensation Policy, to become effective on the effective date of this registration statement.

10.12						2022 Incentive Bonus Plan.

10.13						Loan and Security Agreement, dated January 12, 2018, by and between the Registrant and Western Alliance Bank, as amended.

10.14						Lease Agreement, dated as of April 13, 2020, by and between Soma Hub LLC and the Registrant.

16.1						Letter Regarding Change in Accountants.

21.1						List of Subsidiaries of the Registrant.

23.1						Consent of Ernst & Young LLP, I ndependent R egistered P ublic A ccounting F irm.

23.2*						Consent of Fenwick & West LLP (included in Exhibit 5.1).

24.1						Power of Attorney (included in the signature page to this Registration Statement on Form S-1).

99.1						Consent of Forrester Research, Inc.

99.2						Consent of Harvard Business Review Analytic Services.

_________________

*To be filed by amendment.

(b) Financial Statement Schedules.

All financial statement schedules are omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(a)For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(b)For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on the 13th day of October, 2021.


USERTESTING, INC.

By:			/s/ Andrew MacMillan
			Andrew MacMillan
			President, Chief Executive Officer, and Chairman

II-4

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Andrew MacMillan and Jon Pexton, and each of them, as his or her true and lawful attorneys-in-fact, proxies, and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies, and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies, and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Andrew MacMillan

President, Chief Executive Officer and Chairman (Principal Executive Officer)

October 13, 2021

Andrew MacMillan

/s/ Jon Pexton

Chief Financial Officer (Principal Financial Officer)

October 13, 2021

Jon Pexton

/s/ Sabrina Mekhalfa

Chief Accounting Officer (Principal Accounting Officer)

October 13, 2021

Sabrina Mekhalfa

/s/ Darrell Benatar

Director

October 13, 2021

Darrell Benatar

/s/ Andrew Braccia

Director

October 13, 2021

Andrew Braccia

/s/ Tatyana Mamut

Director

October 13, 2021

Tatyana Mamut

/s/ Shannon Nash

Director

October 13, 2021

Shannon Nash

/s/ Cynthia Russo

Director

October 13, 2021

Cynthia Russo

/s/ Alexander Wong

Director

October 13, 2021

Alexander Wong

II-5

Exhibit 3.1

CERTIFICATE OF MERGER OF
USER TESTING, INC.
(A California Corporation)
WITH AND INTO
USERTESTING, INC.
(A Delaware Corporation)

UserTesting, Inc., a Delaware corporation (“UT Delaware”), does hereby certify to the following facts relating to the merger (the “Merger”) of User Testing, Inc., a California corporation (“UT California”), with and into UT Delaware, with UT Delaware remaining as the surviving corporation of the Merger (the “Surviving Corporation”):

FIRST: UT Delaware is incorporated pursuant to the Delaware General Corporation Law (“DGCL”). UT California is incorporated pursuant to the General Corporation Law of the State of California. UT Delaware and UT California are the constituent corporations in the Merger.

SECOND: An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by UT Delaware and UT California in accordance with the provisions of subsection (c) of Section 252 of the DGCL.

THIRD: The name of the Surviving Corporation shall be UserTesting, Inc., a Delaware corporation.

FOURTH: Upon the effectiveness of the Merger, the certificate of incorporation of the Surviving Corporation shall be amended and restated to read in its entirety as set forth in the Restated Certificate of Incorporation attached hereto as Exhibit A.

FIFTH: The executed Agreement and Plan of Merger is on file at the principal place of business of UT Delaware, the Surviving Corporation, 144 Townsend St., San Francisco, CA 94107.

SIXTH: A copy of the executed Agreement and Plan of Merger will be furnished by UT Delaware, the Surviving Corporation, on request and without cost, to any stockholder of any constituent company of the Merger.

SEVENTH: The authorized capital stock of UT California is 161,761,151 shares of Common Stock, no par value, and 110,851,103 shares of Preferred Stock, no par value.

EIGHTH: The Surviving Corporation is a corporation formed and existing under the laws of Delaware.

NINTH: This Certificate of Merger shall become effective upon filing.

[Signature Page Follows]

IN WITNESS WHEREOF, UT Delaware has caused this Certificate of Merger to be executed by its duly authorized officer as of September 15, 2021.


USERTESTING, INC.

By:			/s/ Andrew MacMillan
			Andrew MacMillan Chief Executive Officer

[Signature Page to Certificate of Merger]

EXHIBIT A

USERTESTING, INC.

RESTATED CERTIFICATE OF INCORPORATION

ARTICLE I : NAME.

The name of this corporation is UserTesting, Inc. (this “Corporation”).

ARTICLE II : REGISTERED OFFICE.

The address of the registered office of the corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the corporation at that address is Corporation Service Company.

ARTICLE III : PURPOSE.

The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV : AUTHORIZED SHARES.

A. Classes of Stock. This Corporation is authorized to issue stock designated, respectively, "Common Stock" and "Preferred Stock" in each case with a par value of $0.0001 per share. The total number of shares that this Corporation is authorized to issue is 272,612,254 shares. 161,761,151 shares shall be Common Stock and 110,851,103 shares shall be Preferred Stock, 5,235,779 shares of which shall be designated Seed Series Preferred Stock (the “Seed Series Preferred Stock”), 17,044,117 shares of which shall be designated Series A Preferred Stock (the “Series A Preferred Stock”), 3,761,486 shares of which shall be designated Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), 7,378,199 shares of which shall be designated Series B Preferred Stock (the “Series B Preferred Stock”), 25,608,699 shares of which shall be designated Series C Preferred Stock (the “Series C Preferred Stock”), 12,165,042 shares of which shall be designated Series D Preferred Stock (the “Series D Preferred Stock”), 9,743,564 shares of which shall be designated Series E Preferred Stock (the “Series E Preferred Stock”) and 29,914,217 shares of which shall be designated Series F Preferred Stock (the “Series F Preferred Stock”). For purposes of this Restated Certificate of Incorporation, the term “Preferred Stock” shall mean the Seed Series Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock.

B. Rights, Preferences and Restrictions of Preferred Stock. The Preferred Stock authorized by this Restated Certificate of Incorporation may be issued from time to time in one or more series. The rights, preferences, privileges and restrictions granted to and imposed on the Preferred Stock are as set forth below in this Article IV.B.

1. Dividend Provisions.

(a) The holders of shares of Seed Series Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be entitled to receive dividends out of

any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock) on the Common Stock, at the rate of eight percent (8%) per annum of the Original Seed Series Issue Price (as defined below) for the Seed Series Preferred Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to such series of Preferred Stock (collectively, “Recapitalizations”)), at the rate of eight percent (8%) per annum of the Original Series A Issue Price (as defined below) for the Series A Preferred Stock (as adjusted for any Recapitalizations), at the rate of eight percent (8%) per annum of the Original Series A-1 Issue Price (as defined below) for the Series A-1 Preferred Stock (as adjusted for any Recapitalizations), at the rate of eight percent (8%) per annum of the Original Series B Issue Price (as defined below) for the Series B Preferred Stock (as adjusted for any Recapitalizations), at the rate of eight percent (8%) per annum of the Original Series C Issue Price (as defined below) for the Series C Preferred Stock (as adjusted for any Recapitalizations), at the rate of eight percent (8%) per annum of the Original Series D Issue Price (as defined below) for the Series D Preferred Stock (as adjusted for any Recapitalizations), at the rate of eight percent (8%) per annum of the Original Series E Issue Price (as defined below) for the Series E Preferred Stock (as adjusted for any Recapitalizations), and at the rate of eight percent (8%) per annum of the Original Series F Issue Price (as defined below) for the Series F Preferred Stock (as adjusted for any Recapitalizations), payable when, as, and if declared by the Board of Directors of this Corporation (the “Board”). No dividends shall be paid on the Common Stock at a greater rate than that paid on any series of Preferred Stock. Notwithstanding any of the foregoing, no dividend shall be paid on the Common Stock prior to the payment of all declared but unpaid dividends on the Preferred Stock. As used herein, the “Original Seed Series Issue Price” shall mean $0.03396 per share of Seed Series Preferred Stock, the “Original Series A Issue Price” shall mean $0.11268 per share of Series A Preferred Stock, the “Original Series A-1 Issue Price” shall mean $0.8443345 per share of Series A-1 Preferred Stock, the “Original Series B Issue Price” shall mean $0.2574 per share of Series B Preferred Stock, the “Original Series C Issue Price” shall mean $1.77674 per share of Series C Preferred Stock, the “Original Series D Issue Price” shall mean $2.24718 per share of Series D Preferred Stock, the “Original Series E Issue Price” shall mean $2.2579 per share of Series E Preferred Stock, the “Original Series F Issue Price” shall mean $3.342892 per share of Series F Preferred Stock, in each case, as such price may be adjusted for any Recapitalizations. The Original Seed Series Issue Price, Original Series A Issue Price, Original Series A-1 Issue Price, Original Series B Issue Price, Original Series C Issue Price, Original Series D Issue Price, Original Series E Issue Price and Original Series F Issue Price shall collectively be referred to herein as the “Original Issue Price”.

(b) After payment of any dividends pursuant to Article IV.B.1(a) any additional dividends shall be distributed among all holders of Common Stock and Preferred Stock in proportion to the number of shares of Common Stock that would be held by each such holder if all such shares of Preferred Stock were converted into Common Stock at the then-effective conversion rates for each such series of Preferred Stock.

2. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, or in the event of any Deemed Liquidation Event (as defined below), the holders of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Seed Series Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share of Series C Preferred Stock, Series D Preferred Stock, Series

E Preferred Stock and Series F Preferred Stock equal to the greater of (i) the sum of (x) the applicable Original Issue Price with respect to such share of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, and (y) an amount equal to all declared but unpaid dividends on such share of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, respectively, (as adjusted for Recapitalizations) or (ii) such amount per share as would have been payable had all shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable, been converted into Common Stock pursuant to Article III.B.3 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the “Series C, D, E and F Liquidation Amount”). If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire assets and funds of this Corporation legally available for distribution to shareholders shall be distributed ratably among the holders of the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock on a pari passu basis in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Article IV.B.2(a).

(b) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, or in the event of any Deemed Liquidation Event, upon completion of the distributions required by Article IV.B.2(a), the holders of Series B Preferred Stock shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Seed Series Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share of Series B Preferred Stock equal to the greater of (i) the sum of (x) the Original Series B Issue Price, and (y) an amount equal to all declared but unpaid dividends on such share of Series B Preferred Stock (as adjusted for Recapitalizations) or (ii) such amount per share as would have been payable had all shares of Series B Preferred Stock been converted into Common Stock pursuant to Article IV.B.3 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the “Series B Liquidation Amount”). If upon the occurrence of such event, upon completion of the distributions required by Article IV.B.2(a) the remaining assets and funds thus distributed among the holders of the Series B Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining assets and funds of this Corporation legally available for distribution to shareholders shall be distributed ratably among the holders of the Series B Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Article IV.B.2(b).

(c) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, or in the event of any Deemed Liquidation Event, upon completion of the distributions required by Article IV.B.2(a) and Article IV.B.2(b), the holders of Seed Series Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock shall be entitled to receive, on a pari passu basis, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share of such series of Preferred Stock equal to the greater of (i) the sum of (x) the applicable Original Issue Price with respect to such share of Seed Series Preferred, Series A Preferred Stock or Series A-1 Preferred Stock, respectively, and (y) an amount equal to all declared but unpaid dividends on such share of Seed Series Preferred Stock, Series A Preferred Stock or Series A-1 Preferred Stock, respectively, (as adjusted for Recapitalizations) or (ii) such amount per share as would have been payable had all shares of Seed Series Preferred Stock, Series A Preferred Stock or Series A-1 Preferred Stock, as applicable, been converted into Common Stock pursuant to Article IV.B.3 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (such amount for such series of Preferred Stock,

the “Seed Series Liquidation Amount,” the “Series A Liquidation Amount” and the “Series A-1 Liquidation Amount,” respectively). If upon the occurrence of such event, upon completion of the distributions required by Article IV.B.2(a) and Article IV.B.2(b), the remaining assets and funds thus distributed among the holders of the Seed Series Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then the entire remaining assets and funds of this Corporation legally available for distribution to shareholders shall be distributed ratably among the holders of the Seed Series Preferred Stock, Series A Preferred Stock and Series A-1 Preferred Stock on a pari passu basis in proportion to the full preferential amount each such holder is otherwise entitled to receive under this Article IV.B.2(c).

(d) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, or in the event of any Deemed Liquidation Event, upon completion of the distributions required by Article IV.B.2(a), Article IV.B.2(b) and Article IV.B.2(c), all of the remaining assets of this Corporation available for distribution to shareholders shall be distributed among the holders of the Common Stock pro rata based on the number of shares of Common Stock held by each.

(e) (i) For purposes of this Article IV.B.2, each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of (x) at least a majority of the voting power of the Preferred Stock then outstanding, voting together as a single class and on an as-converted to Common Stock basis, with voting rights determined in accordance with Article IV.B.4, (y) at least a majority of the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock and the Series F Preferred Stock, voting together as a separate class on an as-if-converted basis, and (z) solely with respect to the Series F Preferred Stock, in the event that the consideration per share to be received by the holders of the Series F Preferred Stock upon the closing of such Deemed Liquidation Event (i.e., net of escrows, holdbacks and other contingent amounts) is less than the Original Series F Issue Price, at least a majority of the Series F Preferred Stock, voting as a separate series, shall elect otherwise by written notice sent to the Corporation at least twenty (20) days prior to the effective date of any such event:

(A) a merger or consolidation in which

(i) the Corporation is a constituent party or

(ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation (provided, that, for the purpose of this Article IV.B.2(e)(i)(A), all shares of Common Stock issuable (a) upon the exercise of rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities (“Options”) vested and outstanding immediately prior to such merger or consolidation or (b) upon the conversion of any evidences of indebtedness, shares or other securities directly or indirectly convertible

into or exchangeable for Common Stock, but excluding Options (“Convertible Securities”) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged);

(B) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole or the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation; or

(C) a transaction or series of related transactions in which an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”), or a group of Persons, acquires from shareholders of the Corporation or the Corporation issues shares of capital stock of the Corporation representing more than fifty percent (50%) of the outstanding voting power of the Corporation (excluding transfers by any shareholder of the Corporation that is a firm, corporation, partnership, association, limited liability company, trust or any other similar entity to such shareholder's affiliates, shareholders, members, partners or other equity holders for no consideration); provided, however, that in no case shall a bona fide equity financing of the Corporation approved by the Board be a Deemed Liquidation Event under this Article IV.B.2(e)(i)(C).

(ii) In the case of each Deemed Liquidation Event, if the consideration received by this Corporation or its shareholders is other than cash, its value will be deemed its fair market value as determined in good faith by the Board. Any securities shall be valued as follows:

(A) The value of securities not subject to investment letter or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder's status as an affiliate or former affiliate) shall be:

(1) if traded on a securities exchange or through the NASDAQ Global Select Market system, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30) day period (or portion thereof) ending three (3) days prior to the closing of the Deemed Liquidation Event;

(2) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period (or portion thereof) ending three (3) days prior to the closing of the Deemed Liquidation Event; and

(3) if there is no active public market, the value shall be the fair market value thereof, as mutually determined in good faith by the Board (including at least one director elected by the holders of Preferred Stock).

(B) The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder's status as an affiliate or former affiliate) shall be to make an appropriate discount from the value determined as above in Article III.B.2(e)(ii)(A) to reflect the approximate fair market value

thereof, as determined in good faith by the Board (including at least one director elected by the holders of Preferred Stock).

(iii) In the event the requirements of this Article IV.B.2 are not complied with, this Corporation shall forthwith either:

(A) cause the closing of such Deemed Liquidation Event to be postponed until such time as the requirements of this Article IV.B.2 have been complied with; or

(B) cancel such transaction, in which case the rights, preferences and privileges of the holders of the Preferred Stock shall revert to and be the same as such rights, preferences and privileges existing immediately prior to the date of the first notice referred to in Article IV.B.2(e)(iv) hereof.

(iv) This Corporation shall give each holder of record of Preferred Stock written notice of such impending Deemed Liquidation Event not later than twenty (20) days prior to the shareholders' meeting called to approve such Deemed Liquidation Event, or twenty (20) days prior to the closing of such Deemed Liquidation Event, whichever is earlier, and shall also notify such holders in writing of the final approval of such Deemed Liquidation Event. The first of such notices shall describe the material terms and conditions of the impending Deemed Liquidation Event and the provisions of this Article IV.B.2, and this Corporation shall thereafter give such holders prompt notice of any material changes. The Deemed Liquidation Event shall in no event take place sooner than twenty (20) days after this Corporation has given the first notice provided for herein or sooner than ten (10) days after this Corporation has given notice of any material changes provided for herein; provided, however, that such periods may be shortened or waived upon the written consent of the holders of a majority of the then outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis.

(v) In the event of a Deemed Liquidation Event pursuant to Article IV.B.2(e)(i)(B) or Article IV.B.2(e)(i)(C), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within ninety (90) days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of such shares of Preferred Stock, and (ii) if the holders of a majority of the then-outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis, so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Corporation available for distribution to its shareholders, all to the extent permitted by Delaware law governing distributions to shareholders (the “Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equal to the Seed Series Liquidation Amount, Series A Liquidation Amount, Series A l Liquidation Amount, Series B Liquidation Amount or Series C, D, E and F Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock, the Corporation shall redeem each holder's shares of Preferred Stock in accordance with Article IV.B.2(a)-(d) to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the

shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to shareholders. Prior to the distribution or redemption provided for in this Article IV.B.2(e)(iv), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

3. Conversion. The holders of the Preferred Stock shall have conversion rights as follows:

(a) Right to Convert.

(i) Each share of Seed Series Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Seed Series Issue Price by the Seed Series Conversion Price (as defined below). The initial conversion price per share for shares of Seed Series Preferred Stock shall be the Original Seed Series Issue Price, as adjusted pursuant to Article IV.B.3(d) (the “Seed Series Conversion Price”).

(ii) Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series A Issue Price by the Series A Conversion Price (as defined below). The initial conversion price per share for shares of Series A Preferred Stock shall be the Original Series A Issue Price, as adjusted pursuant to Article IV.B.3(d) (the “Series A Conversion Price”).

(iii) Each share of Series A-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series A-1 Issue Price by the Series A-1 Conversion Price (as defined below). The initial conversion price per share for shares of Series A-1 Preferred Stock shall be the Original Series A-1 Issue Price, as adjusted pursuant to Article IV.B.3(d) (the “Series A-1 Conversion Price”).

(iv) Each share of Series B Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series B Issue Price by the Series B Conversion Price (as defined below). The initial conversion price per share for shares of Series B Preferred Stock shall be the Original Series B Issue Price, subject to adjustment pursuant to Article IV.B.3(d) (the “Series B Conversion Price”).

(v) Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series C Issue Price by the Series C Conversion Price (as defined below). The initial conversion price per share for shares of Series C

Preferred Stock shall be the Original Series C Issue Price, subject to adjustment pursuant to Article IV.B.3(d) (the “Series C Conversion Price”).

(vi) Each share of Series D Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series D Issue Price by the Series D Conversion Price (as defined below). The initial conversion price per share for shares of Series D Preferred Stock shall be the Original Series D Issue Price, subject to adjustment pursuant to Article IV.B.3(d) (the “Series D Conversion Price”).

(vii) Each share of Series E Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series E Issue Price by the Series E Conversion Price (as defined below). The initial conversion price per share for shares of Series E Preferred Stock shall be the Original Series E Issue Price, subject to adjustment pursuant to Article IV.B.3(d) (the “Series E Conversion Price”).

(viii) Each share of Series F Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of this Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Series F Issue Price by the Series F Conversion Price (as defined below). The initial conversion price per share for shares of Series F Preferred Stock shall be the Original Series F Issue Price, subject to adjustment pursuant to Article IV.B.3(d) (the “Series F Conversion Price”). The Seed Series Conversion Price, Series A Conversion Price, Series A-1 Conversion Price, Series B Conversion Price, Series C Conversion Price, Series D Conversion Price, Series E Conversion Price and Series F Conversion Price may hereafter be referred to collectively as the “Conversion Price”.

(b) Mechanics of Voluntary Conversion. Before any holder of Preferred Stock shall be entitled to voluntarily convert the same into shares of Common Stock, he, she or it shall surrender the certificate or certificates therefor, duly endorsed (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of this Corporation or of any transfer agent for the Preferred Stock, and shall give written notice to this Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. This Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten

offering of securities registered pursuant to the Securities Act of 1933, as amended (the “Act”), the conversion may, at the option of any holder tendering Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the persons entitled to receive the Common Stock upon conversion of the Preferred Stock shall not be deemed to have converted such Preferred Stock until immediately prior to the closing of such sale of securities.

(c) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at the applicable Conversion Price at the time in effect for such series of Preferred Stock immediately upon the earlier of (i) the closing of this Corporation's sale of Common Stock in a firm commitment underwritten public offering pursuant to a registration statement under the Act, the public offering price of which is not less than $4.49436 per share (as adjusted for Recapitalizations) and aggregate proceeds to the Corporation (prior to deductions of underwriting, commissions and expenses) of not less than $50,000,000 in the aggregate (a “Qualified Public Offering”) or (ii) (A) with respect to the Seed Series Preferred Stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Seed Series Preferred Stock, voting as a separate series and on an as-converted to Common Stock basis; (B) with respect to the Series A Preferred Stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting as a separate series and on an as-converted to Common Stock basis, (C) with respect to the Series A-1 Preferred Stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series A-1 Preferred Stock, voting as a separate series and on an as-converted to Common Stock basis, (D) with respect to the Series B Preferred Stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock, voting as a separate series; (E) with respect to the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, voting together as a single class on an as-converted to Common Stock basis; and (F) with respect to the Series F Preferred Stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of a majority of the outstanding shares of Series F Preferred Stock, voting as a separate series; (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”). All holders of record of shares of Preferred Stock to be converted pursuant to this Article IV.B.3(c) shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Article IV.B.3(c). Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Promptly following receipt of such notice, each holder of shares of Preferred Stock to be converted pursuant to this Article III.B.3(c) shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to this Article IV.B.3(c), including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such

time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Article IV.B.3(c). As soon as practicable after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, together with cash as provided in Article IV.B.3(g) in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Preferred Stock converted. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly. The persons entitled to receive shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holders of such shares of Common Stock as of the Mandatory Conversion Time.

(d) Conversion Price Adjustments of Preferred Stock. The Conversion Prices of each series of Preferred Stock shall be subject to adjustment from time to time as follows:

(i) (A) If this Corporation shall issue, after the date upon which any shares of Series F Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for a consideration per share less than the Conversion Price for a given series of Preferred Stock in effect immediately prior to the issuance of such Additional Stock, the Conversion Price for such series of Preferred Stock in effect immediately prior to each such issuance shall (except as otherwise provided in this Article IV.B.3(d)(i)(A)) be adjusted concurrently with such issuance to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding and deemed issued pursuant to Article IV.B.3(d)(i)(E) immediately prior to such issuance plus the number of shares of Common Stock that the aggregate consideration received by this Corporation for such issuance would purchase at such Conversion Price; and the denominator of which shall be the number of shares of Common Stock outstanding and deemed issued pursuant to Article IV.B.3(d)(i)(E) immediately prior to such issuance plus the number of shares of such Additional Stock.

(B) No adjustment of the Conversion Price for any series of Preferred Stock shall be made in an amount less than one cent per share; provided, however, that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be either taken into account in any subsequent adjustment made prior to three (3) years from the date of the event giving rise to the adjustment being carried forward, or shall be made at the end of three (3) years from the date of the event giving rise to the adjustment being carried forward. Except to the limited extent provided for in Article IV.B.3(d)(i)(E)(3) and Article IV.B.3(d)(i)(E)(4), no adjustment of such Conversion Price pursuant to this Article IV.B.3(d)(i)(B) shall have the effect of increasing the Conversion Price above the Conversion Price in effect immediately prior to such adjustment. In the event the Corporation shall issue on more than one date shares of Additional Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of a series of Preferred Stock and such issuance dates occur within a period of no more than ninety (90) days from the date of the first such issuance to the final such issuance, then, upon the final such issuance, the Conversion Price of such series of Preferred Stock shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

(C) In the case of the issuance of Additional Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by this Corporation for any underwriting or otherwise in connection with the issuance and sale thereof.

(D) In the case of the issuance of the Additional Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined in good faith by the Board (including at least one director elected by the holders of Preferred Stock), irrespective of any accounting treatment.

(E) In the case of the issuance (whether before, on or after the Purchase Date) of options to purchase or rights to subscribe for Common Stock, securities by their terms convertible into or exchangeable for Common Stock or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Article IV.B.3(d)(i)(E) and Article IV.B.3(d)(ii):

(1) The aggregate maximum number of shares of Common Stock deliverable upon exercise, but without taking into account potential antidilution adjustments (to the extent then exercisable) of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Article IV.B.3(d)(i)(C) and Article IV.B.3(d)(i)(D)), if any, received by this Corporation upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential antidilution adjustments) for the Common Stock covered thereby.

(2) The aggregate maximum number of shares of Common Stock deliverable upon conversion of, or in exchange (to the extent then convertible or exchangeable) for, any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by this Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by this Corporation (without taking into account potential antidilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Article IV.B.3(d)(i)(C) and Article IV.B.3(d)(i)(D)).

(3) In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to this Corporation upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the antidilution provisions thereof, the Conversion Price of each series of Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

(4) Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights

related to such convertible or exchangeable securities, the Conversion Price of each series of Preferred Stock, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of shares of Common Stock (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5) The number of shares of Common Stock deemed issued and the consideration deemed paid therefor pursuant to Article IV.B.3(d)(i)(E)(l) and Article IV.B.3(d)(i)(E)(2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Article IV.B.3(d)(i)(E)(3) or Article IV.B.3(d)(i)(E)(4).

(ii) “Additional Stock” shall mean any shares of Common Stock issued (or deemed to have been issued pursuant to Article IV.B.3(d)(i)(E)) by this Corporation after the Purchase Date other than:

(A) shares of Common Stock issued pursuant to a transaction described in Article IV.B.3(d)(iii), (e) and (f) hereof;

(B) shares of Common Stock, issued or deemed issued to employees, consultants, officers, directors or vendors (if in transactions with primarily non-financing purposes) of this Corporation directly or pursuant to a stock option plan or restricted stock purchase plan approved by the shareholders and Board;

(C) shares of Common Stock issued or issuable (I) in a bona fide, firmly underwritten public offering under the Act before which or in connection with which all outstanding shares of Preferred Stock will be automatically converted to Common Stock, or (II) upon exercise of warrants or rights granted to underwriters in connection with such a public offering;

(D) shares of Common Stock issued pursuant to the conversion or exercise of convertible or exercisable securities outstanding as of the Purchase Date or subsequently issued after the Purchase Date and excepted from the definition of Additional Stock pursuant to this Article IV.B.3(d)(ii);

(E) with respect to any series of Preferred Stock that would otherwise be entitled to a Conversion Price adjustment wider this Article IV.B.3(d) as a result of such issuance of Common Stock, shares of Common Stock issued or issuable in connection with any transaction where such securities so issued are excepted from the definition “Additional Stock” by the affirmative vote of the holders of at least a majority of such series of Preferred Stock, voting as a separate class;

(F) shares of Common Stock issued or issuable to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transactions approved by the Board including the approval of at least one director elected by the holders of Preferred Stock, and undertaken primarily for non-equity financing purposes; provided, however, that notwithstanding the foregoing, in the event such issuance would result in an adjustment to the Series C Conversion Price, Series D Conversion Price, Series E Conversion Price or Series F Conversion Price, but would not result in an adjustment to the Conversion Price of any other series of Preferred Stock, then such issuance shall require approval of the holders of a majority of the outstanding shares of the series so adjusted (a majority of the then outstanding shares of

Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable);

(G) shares of Common Stock, Options or Convertible Securities issued to suppliers or third-party service providers in connection with the provision of goods or services pursuant to transactions approved by the Board, including the approval of at least one director elected by the holders of Preferred Stock; provided, however, that notwithstanding the foregoing, in the event such issuance would result in an adjustment to the Series C Conversion Price, Series D Conversion Price, Series E Conversion Price or Series F Conversion Price, but would not result in an adjustment to the Conversion Price of any other series of Preferred Stock, then such issuance shall require approval of the holders of a majority of the outstanding shares of the series so adjusted (a majority of the then outstanding shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock, as applicable);

(H) shares of Common Stock issued or issuable upon conversion of the Preferred Stock; and

(I) shares of capital stock or warrants or options to purchase capital stock, issued as consideration for bona fide acquisitions, mergers or similar transactions, the terms of which are approved by the Board, including the approval of at least one director elected by the holders of Preferred Stock; provided, however, that notwithstanding the foregoing, in the event such issuance would result in an adjustment to the Series C Conversion Price, Series D Conversion Price, Series E Conversion Price or Series F Conversion Price but would not result in an adjustment to the Conversion Price of any other series of Preferred Stock, then such issuance shall require approval of the holders of a majority of the outstanding shares of the series so adjusted (a majority of the then outstanding shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock as applicable).

(iii) In the event this Corporation should at any time or from time to time after the Purchase Date fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as “Common Stock Equivalents”) without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon conversion or exercise thereof) or in the case of a split or subdivision, without a corollary split or subdivision of the Preferred Stock, then, as of such record date (or the date of such dividend, distribution, split or subdivision if no record date is fixed), the Conversion Prices of each series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents.

(iv) If the number of shares of Common Stock outstanding at any time after the Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Conversion Prices for each series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

(e) Other Distributions. In the event this Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by this Corporation or other persons, assets (excluding cash dividends) or options or rights not referred to in Article IV.B.3(d)(iii), then, in each such case for the purpose of this Article IV.B.3(e), the holders of each series of Preferred Stock shall be entitled to a proportionate share of any such distribution as though they were the holders of the number of shares of Common Stock into which their shares of such series of Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock entitled to receive such distribution.

(f) Recapitalizations. If at any time or from time to time there shall be a reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a subdivision, combination or merger or sale of assets transaction provided for elsewhere in Article IV.B.2 or this Article IV.B.3) then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such event; and, in such case, appropriate adjustment (as determined in good faith by the Board, including at least one director elected by the holders of Preferred Stock) shall be made in the application of the provisions in this Article IV.B.3 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in Article IV.B.3 (including provisions with respect to changes in and other adjustments of the Conversion Prices of each series of Preferred Stock) shall thereafter be applicable, as nearly as practicable, in relation to any securities or other property thereafter deliverable upon the conversion of the Preferred Stock. For the avoidance of doubt, nothing in this Article IV.B.3(f) shall be construed as preventing the holders of Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the General Corporation Law in connection with a merger triggering an adjustment hereunder, nor shall this Article IV.B.3(f) be deemed conclusive evidence of the fair value of the shares of Preferred Stock in any such appraisal proceeding.

(g) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional shares shall be issued upon the conversion of any share or shares of Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the then fair market value of a share of Common Stock as determined in good faith by the Board. The number of shares of Common Stock to be issued upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

(ii) Upon the occurrence of each adjustment or readjustment of the Conversion Price of any series of Preferred Stock pursuant to this Article IV.B.3, this Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of such series of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. This Corporation shall, upon the written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and

readjustment, (B) the Conversion Price for such series of Preferred Stock at the time in effect, and (C) the number of shares of Common Stock and the amount, if any, of other property that at the time would be received upon the conversion of a share of such series of Preferred Stock.

(h) Notices of Record Date. In the event of any taking by this Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, this Corporation shall mail to each holder of Preferred Stock, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(i) Reservation of Stock Issuable Upon Conversion. This Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, in addition to such other remedies as shall be available to the holder of such Preferred Stock, this Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to this Restated Certificate of Incorporation.

(j) Notices. Any notice required by the provisions of this Article IV.B.3 to be given to the holders of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of this Corporation.

4. Voting Rights.

(a) General. The holder of each share of Preferred Stock shall have the right to one vote for each share of Common Stock into which such share of Preferred Stock could then be converted. With respect to such vote and except as otherwise expressly provided herein or as required by applicable law, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the Bylaws of this Corporation (the “Bylaws”), and shall be entitled to vote, together with holders of Common Stock as a single class and on an as-converted to Common Stock basis, with respect to any matter upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as converted to Common Stock basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward).

(b) Election of Directors. The Board shall be elected as follows:

(i) The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis, shall be

entitled to elect one (1) director of the Corporation at or pursuant to each meeting or consent of the Corporation's shareholders for the election of directors, to remove from office such director, to fill any vacancy caused by the resignation or death of such director and to fill any vacancy (by unanimous consent if done in writing, or by majority vote otherwise) caused by the removal of such director;

(ii) The holders of shares of Series C Preferred Stock, voting as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Series C Director”) at or pursuant to each meeting or consent of the Corporation's shareholders for the election of directors, to remove from office such director, to fill any vacancy caused by the resignation or death of such director and to fill any vacancy (by unanimous consent if done in writing, or by majority vote otherwise) caused by the removal of such director;

(iii) the holders of shares of Common Stock, voting as a separate class, shall be entitled to elect two (2) directors of the Corporation at or pursuant to each meeting or consent of the Corporation's shareholders for the election of directors, and to remove from office such directors, to fill any vacancy caused by the resignation or death of such directors and to fill any vacancy (by unanimous consent if done in writing, or by majority vote otherwise) caused by the removal of any such directors; and

(iv) the holders of shares of Preferred Stock and Common Stock, voting together as a single class and on an as-converted to Common Stock basis, shall be entitled to elect the remaining director(s) of the Corporation at or pursuant to each meeting or consent of the Corporation's shareholders for the election of directors, and to remove from office such director(s), to fill any vacancy caused by the resignation or death of such director(s) and to fill any vacancy (by unanimous consent if done in writing, or by majority vote otherwise) caused by the removal of any such director(s).

Any director elected as provided in this Article IV.B.4 may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such shareholders duly called for that purpose or pursuant to a written consent of shareholders. If the holders of shares of a series of Preferred Stock or Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, as a separate class, pursuant to this Article IV.B.4, then any directorship not so filled shall remain vacant until such time as the holders of such series of Preferred Stock or Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by shareholders of the Corporation other than by the shareholders of the Corporation that are entitled to elect a person to fill such directorship, voting as a separate class. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Article IV.B.4, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Article IV.B.4.

5. Protective Provisions.

(a) Preferred Stock. So long as at least 25% of the originally issued shares of Preferred Stock are outstanding (as adjusted for Recapitalizations), in addition to any other vote or consent required herein or by law, this Corporation shall not, either directly or indirectly by amendment,

merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Preferred Stock, voting together as a single class and on an as-converted to Common Stock basis, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) alter, change, or waive whether by merger, consolidation or otherwise, the rights, preferences or privileges of the shares of Preferred Stock so as to affect adversely such shares of Preferred Stock;

(ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Preferred Stock or Common Stock;

(iii) create, or authorize the creation of, or issue or obligate itself to issue (A) any notes, debt or debt securities containing equity features including any notes, debt or debt securities convertible into or exchangeable for any of the Corporation's capital stock, or containing any profit participation features, or (B) any shares of any additional class or series of capital stock, in either case having any right, preference or privilege senior to, or being on a parity with any series of Preferred Stock;

(iv) reclassify, alter or amend any existing security of the Corporation that is junior to any series of Preferred Stock in respect of any right, preference or privilege if such reclassification, alteration or amendment would render such other security senior to or pari passu with any series of Preferred Stock;

(v) redeem or repurchase any of the Corporation's equity securities other than repurchases of terminated employee or consultant shares pursuant to agreements providing for such repurchase at the original purchase price or fair market value if lower;

(vi) liquidate, dissolve or wind-up the business and affairs of the Corporation, take any action which results in any merger, other corporate reorganization, sale of control, or any Deemed Liquidation Event or consent to any of the foregoing;

(vii) increase or decrease the authorized number of directors;

(viii) amend or waive any provision of this Restated Certificate of Incorporation or the Bylaws so as to alter or change the rights, preference or privileges of any series of Preferred Stock;

(ix) purchase or redeem (or permit any subsidiary to purchase or redeem) or make any payment or declaration of any dividend or make any distribution on any shares of Common Stock or Preferred Stock other than (A) pursuant to stock splits effected in the form of stock dividend for which appropriate adjustments are made or (B) redemptions of the Preferred Stock as expressly authorized herein;

(x) appoint a new chief executive officer, unless such appointment is approved by the Board, including the members thereof elected by the holders of the Preferred Stock pursuant to Article IV.B.4(b)(i) and (ii);

(xi) transfer or grant rights in any material portion of the Corporation's technology or intellectual property other than in the ordinary course of business, unless

such transfer or grant is approved by the Board, including the members thereof elected by the holders of the Preferred Stock pursuant to Article IV.B.4(b)(i) and (ii);

(xii) cause or permit any of its subsidiaries to sell, issue, sponsor, create or distribute any digital tokens, cryptocurrency or other blockchain-based assets (collectively, “Tokens”), including through a pre-sale, initial coin offering, token distribution event or crowdfunding, or through the issuance of any instrument convertible into or exchangeable for Tokens; or

(xiii) enter into an agreement to do any of the foregoing.

(b) Series B Preferred Stock. So long as at least 25% of the originally issued shares of Series B Preferred Stock are outstanding (as adjusted for any Recapitalizations), in addition to any other vote or consent required herein or by law, this Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series B Preferred Stock, voting as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) alter, change, or waive the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely such shares of Series B Preferred Stock in a different manner than the other shares of Preferred Stock, provided, further, that for purposes of clarity, an alteration or change to (or waiver of) the amount of the liquidation preference payable to the holders of each series of Preferred Stock that has a disproportionately adverse impact on the holders of the Series B Preferred Stock shall be deemed to affect such shares of Series B Preferred Stock in a different manner from the other series of Preferred Stock; or

(ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series B Preferred Stock.

(c) Series C Preferred Stock. So long as at least 25% of the originally issued shares of Series C Preferred Stock are outstanding (as adjusted for any Recapitalizations), in addition to any other vote or consent required herein or by law, this Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series C Preferred Stock, voting as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) alter, change, or waive the rights, preferences or privileges of the shares of Series C Preferred Stock so as to affect adversely such shares of Series C Preferred Stock in a different manner than the other shares of Preferred Stock, provided, further, that for purposes of clarity, an alteration or change to (or waiver of) the amount of the liquidation preference payable to the holders of each series of Preferred Stock that has a disproportionately adverse impact on the holders of the Series C Preferred Stock shall be deemed to affect such shares of Series C Preferred Stock in a different manner from the other series of Preferred Stock; or

(ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series C Preferred Stock.

(d) Series D Preferred Stock. So long as at least 25% of the originally issued shares of Series D Preferred Stock are outstanding (as adjusted for any Recapitalizations), in addition to

any other vote or consent required herein or by law, this Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series D Preferred Stock, voting as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) alter, change, or waive the rights, preferences or privileges of the shares of Series D Preferred Stock so as to affect adversely such shares of Series D Preferred Stock in a different manner than the other shares of Preferred Stock, provided, further, that for purposes of clarity, an alteration or change to (or waiver of) the amount of the liquidation preference payable to the holders of each series of Preferred Stock that has a disproportionately adverse impact on the holders of the Series D Preferred Stock shall be deemed to affect such shares of Series D Preferred Stock in a different manner from the other series of Preferred Stock; or

(ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series D Preferred Stock.

(e) Series E Preferred Stock. So long as at least 25% of the originally issued shares of Series E Preferred Stock are outstanding (as adjusted for any Recapitalizations), in addition to any other vote or consent required herein or by law, this Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series E Preferred Stock, voting as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) alter, change, or waive the rights, preferences or privileges of the shares of Series E Preferred Stock so as to affect adversely such shares of Series E Preferred Stock in a different manner than the other shares of Preferred Stock, provided, further, that for purposes of clarity, an alteration or change to (or waiver of) the amount of the liquidation preference payable to the holders of each series of Preferred Stock that has a disproportionately adverse impact on the holders of the Series E Preferred Stock shall be deemed to affect such shares of Series E Preferred Stock in a different manner from the other series of Preferred Stock; or

(ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series E Preferred Stock.

(f) Series F Preferred Stock. So long as at least 25% of the originally issued shares of Series F Preferred Stock are outstanding (as adjusted for any Recapitalizations), in addition to any other vote or consent required herein or by law, this Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series F Preferred Stock, voting as a separate class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) alter, change, or waive the rights, preferences or privileges of the shares of Series F Preferred Stock so as to affect adversely such shares of Series F Preferred Stock in a different manner than the other shares of Preferred Stock, provided, further, that for purposes of clarity, an alteration or change to (or waiver of) the amount of the liquidation preference payable to the holders of each series of Preferred Stock that has a disproportionately adverse impact on the holders of the Series F

Preferred Stock shall be deemed to affect such shares of Series F Preferred Stock in a different manner from the other series of Preferred Stock; or

(ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series F Preferred Stock.

(g) Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock. So long as at least 25% of the originally issued shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, measured in the aggregate, are outstanding (as adjusted for any Recapitalizations), in addition to any other vote or consent required herein or by law, this Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together as a separate class on an as-converted to Common Stock basis, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

(i) create, or authorize the creation of, or issue or obligate itself to issue (A) any notes, debt or debt securities containing equity features including any notes, debt or debt securities convertible into or exchangeable for any of the Corporation's capital stock, or containing any profit participation features, or (B) any shares of any additional class or series of capital stock, in either case having any right, preference or privilege senior to the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock;

(ii) reclassify, alter or amend any existing security of the Corporation that is junior to the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock in respect of any right, preference or privilege if such reclassification, alteration or amendment would render such other security senior to the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock;

(iii) liquidate, dissolve or wind-up the business and affairs of the Corporation, take any action that results in a Deemed Liquidation Event or consent to any of the foregoing unless the proceeds actually received on a share of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock (or the share(s) of Common Stock into which such share of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock converts in connection with such liquidation, dissolution, wind up or Deemed Liquidation Event) is at least $4.51460 (as adjusted for Recapitalizations); or

(iv) make any payment or declaration of any dividend or make any distribution on any shares of Common Stock or Preferred Stock other than (A) pursuant to stock splits effected in the form of stock dividend for which appropriate adjustments are made, (B) redemptions of the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock or Series F Preferred Stock as expressly authorized herein or (C) any dividends or distributions in which the Corporation retains at least $10,000,000 in cash following payment of such dividend or distribution.

6. Status of Redeemed or Converted Stock. In the event any shares of Preferred Stock are redeemed pursuant to Article IV.B.2(e)(v) or converted pursuant to Article IV.B.3, the shares so redeemed or converted shall be cancelled and shall not be issuable by this Corporation. This Restated

Certificate of Incorporation shall be appropriately amended to effect the corresponding reduction in this Corporation's authorized capital stock.

C. Common Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Common Stock are as set forth below in this Article IV.C.

1. Dividend Rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board, out of any assets of this Corporation legally available therefor, such dividends as may be declared from time to time by the Board.

2. Liquidation Rights. Upon the liquidation, dissolution or winding of this Corporation, the assets of this Corporation shall be distributed as provided in Article IV.B.2.

3. Voting Rights. The holder of each share of Common Stock shall have the right to one vote for each such share, and shall be entitled to notice of any shareholders' meeting in accordance with the Bylaws, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

ARTICLE V

Except as otherwise set forth herein, the Board is expressly authorized to make, alter or repeal Bylaws of the Corporation.

ARTICLE VI

Elections of directors need not be by written ballot unless otherwise provided in the Bylaws of the Corporation.

ARTICLE VII

To the extent Section 500 of the California Corporations Code sets forth minimum requirements for the Corporation's retained earnings and/or net assets in the event of the Corporation's repurchase of shares of Common Stock, such code sections shall not apply, to the greatest extent permitted by applicable law, in whole or in part with respect to repurchases by the Corporation of its Common Stock from employees, officers, directors, advisors, consultants or other persons performing services for the Corporation or any subsidiary pursuant to agreements under which the Corporation has the right to repurchase such shares at cost upon the occurrence of certain events, such as the termination of employment. In the case of any such repurchases, distributions by the Corporation may be made without regard to the "preferential dividends arrears amount" or any "preferential rights amount," as such terms are defined in Section 500 of the California Corporations Code.

ARTICLE VIII

A. To the fullest extent permitted by the General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

B. The Corporation is authorized to indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil,

administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.

C. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of the Corporation's Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, shareholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and directly in such Covered Person's capacity as a director of the Corporation.

ARTICLE X

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation's stockholders, (C) any action or proceeding asserting a claim against the Corporation arising pursuant to any provision of the General Corporation Law or the Corporation's Certificate of Incorporation or Bylaws or (D) any action or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended, and the rules and regulations promulgated by the Securities and Exchange Commission thereunder. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VIII.

• • •

Exhibit 3.2

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

USERTESTING, INC.

UserTesting, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

1. The name of this corporation is UserTesting, Inc. (the “Corporation”) and that this Corporation was originally incorporated pursuant to the General Corporation Law on April 13, 2021 under the name UserTesting, Inc.

2. The following amendment to this Corporation's Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 15, 2021 (the “Restated Certificate”) has been duly adopted by the Board of Directors and stockholders of this Corporation in accordance with the provisions of Section 242 of the General Corporation Law, with the approval of such amendments by the Corporation's stockholders having been given by written consent without a meeting in accordance with Sections 228 and 242 of the General Corporation Law.

3. The first paragraph of Article IV of the Restated Certificate, relating to the authorized capital stock of the Corporation, is hereby amended and restated in its entirety to read as follows:

“A. Classes of Stock. This Corporation is authorized to issue stock designated, respectively, "Common Stock" and "Preferred Stock" in each case with a par value of $0.0001 per share. The total number of shares that this Corporation is authorized to issue is 274,758,254 shares. 163,907,151 shares shall be Common Stock and 110,851,103 shares shall be Preferred Stock, 5,235,779 shares of which shall be designated Seed Series Preferred Stock (the “Seed Series Preferred Stock”), 17,044,117 shares of which shall be designated Series A Preferred Stock (the “Series A Preferred Stock”), 3,761,486 shares of which shall be designated Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”), 7,378,199 shares of which shall be designated Series B Preferred Stock (the “Series B Preferred Stock”), 25,608,699 shares of which shall be designated Series C Preferred Stock (the “Series C Preferred Stock”), 12,165,042 shares of which shall be designated Series D Preferred Stock (the “Series D Preferred Stock”), 9,743,564 shares of which shall be designated Series E Preferred Stock (the “Series E Preferred Stock”) and 29,914,217 shares of which shall be designated Series F Preferred Stock (the “Series F Preferred Stock”). For purposes of this Restated Certificate of Incorporation, the term “Preferred Stock” shall mean the Seed Series Preferred Stock, Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock.”

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 22nd day of September 2021 and the foregoing facts stated herein are true and correct.


USERTESTING, INC.


By:			/s/ Andrew MacMillan
			Andrew MacMillan
			Chief Executive Officer

[CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF USERTESTING, INC.]

Exhibit 3.3

USERTESTING, INC.

RESTATED CERTIFICATE OF INCORPORATION

UserTesting, Inc., a Delaware corporation, hereby certifies as follows:

1.The name of this corporation is “UserTesting, Inc.” The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was April 13, 2021.

2.The Restated Certificate of Incorporation of this corporation attached hereto as Exhibit A, which is incorporated herein by this reference, and which restates, integrates and further amends the provisions of the Certificate of Incorporation of this corporation, as previously amended and/or restated, has been duly adopted by this corporation’s Board of Directors and by the stockholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, with the approval of this corporation’s stockholders having been given by written consent without a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this corporation has caused this Restated Certificate of Incorporation to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct.


Dated: , 2021	USERTESTING, INC.

	By:
		Andy MacMillan
		President, Chief Executive Officer and Chairman

EXHIBIT A

USERTESTING, INC.

RESTATED CERTIFICATE OF INCORPORATION

ARTICLE I: NAME

The name of the corporation is UserTesting, Inc. (the “Corporation”).

ARTICLE II: AGENT FOR SERVICE OF PROCESS

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808, and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

ARTICLE III: PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV: AUTHORIZED STOCK

1. Total Authorized. The total number of shares of all classes of stock that the Corporation has authority to issue is 2,010,000,000 shares, consisting of two classes: 2,000,000,000 shares of Common Stock, $0.0001 par value per share (the “Common Stock”), and 10,000,000 shares of Preferred Stock, $0.0001 par value per share (the “Preferred Stock”).

2. Preferred Stock.

2.1. The Board of Directors of the Corporation (the “Board”) is authorized, subject to any limitations prescribed by the law of the State of Delaware, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series, and, by filing a certificate of designation pursuant to the applicable law of the State of Delaware (“Certificate of Designation”), to establish from time to time the number of shares to be included in each such series, to fix the designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other special rights (and the qualifications, limitations or restrictions thereof) of the shares of each such series and, except where otherwise provided in the applicable Certificate of Designation, to increase (but not above the total number of authorized shares of the Preferred Stock) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of two-thirds of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section

242(b)(2) of the General Corporation Law, unless a separate vote of the holders of one or more series is required pursuant to the terms of any Certificate of Designation; provided, however, that if two-thirds of the Whole Board (as defined below) has approved such increase or decrease of the number of authorized shares of Preferred Stock, then only the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock (unless a separate vote of the holders of one or more class or series is required pursuant to the terms of any Certificate of Designation), shall be required to effect such increase or decrease. For purposes of this Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, including pursuant the terms of any Certificate of Designation designating a series of Preferred Stock, this “Certificate of Incorporation”), the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

2.2 Except as otherwise expressly provided in this Restated Certificate (including any Certificate of Designation designating any series of Preferred Stock pursuant to the foregoing provisions of this Article IV), (i) any new series of Preferred Stock may be designated, fixed and determined as provided herein by the Board without approval of the holders of Common Stock or the holders of Preferred Stock, or any series thereof, and (ii) any such new series may have powers, preferences and rights, including, without limitation, voting powers, dividend rights, liquidation rights, redemption rights and conversion rights, senior to, junior to or pari passu with the rights of the Common Stock, any series of the Preferred Stock or any future class or series of capital stock of the Corporation.

3. Common Stock. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding class or series of Preferred Stock if the holders of such affected class or series are entitled, either separately or together as a class with the holders of one or more other such class or series, to vote thereon pursuant to this Certificate of Incorporation.

ARTICLE V: AMENDMENT OF BYLAWS

The Board shall have the power to adopt, amend or repeal the Bylaws of the Corporation (as the same may be amended and/or restated from time to time, the “Bylaws”). Any adoption, amendment or repeal of the Bylaws by the Board shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser or no vote, but in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by this Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds of

the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal any provision of the Bylaws; provided, further, that, in the case of any proposed adoption, amendment or repeal of any provisions of the Bylaws that is approved by at least two-thirds of the Whole Board and submitted to the stockholders for adoption thereby, only the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class (in addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or this Certificate of Incorporation), shall be required to adopt, amend or repeal any such provision of the Bylaws.

ARTICLE VI: MATTERS RELATING TO THE BOARD OF DIRECTORS

1.Director Powers. Except as otherwise provided by the General Corporation Law or this Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

2.Number of Directors. Subject to the special rights of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances, the total number of directors constituting the Whole Board shall be fixed from time to time exclusively by resolution adopted by the affirmative vote of a majority of the Whole Board.

3.Classified Board. Subject to the special rights of the holders of one or more class or series of Preferred Stock to elect directors, the directors shall be divided, with respect to the time for which they severally hold office, into three classes designated as Class I, Class II and Class III, respectively (the “Classified Board”). The Board is authorized to assign members of the Board already in office to such classes of the Classified Board. The initial term of office of the Class I directors shall expire at the Corporation’s first annual meeting of stockholders following the closing of the Corporation’s initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the offer and sale of Common Stock to the public (the “Initial Public Offering Closing”), the initial term of office of the Class II directors shall expire at the Corporation’s second annual meeting of stockholders following the Initial Public Offering Closing, and the initial term of office of the Class III directors shall expire at the Corporation’s third annual meeting of stockholders following the Initial Public Offering Closing. At each succeeding annual meeting of stockholders following the Initial Public Offering Closing, directors elected to succeed those directors of the class whose terms then expire shall be elected for a term of office expiring at the third succeeding annual meeting of stockholders after their election.

4.Term and Removal. Each director shall hold office until the annual meeting at which such director’s term expires and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the Corporation given in writing or by any electronic transmission. Subject to the special rights of the holders of any class or series of Preferred Stock, no director may be removed from the Board except for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-

outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. No decrease in the number of directors constituting the Board shall shorten the term of any director.

5.Board Vacancies and Newly Created Directorships. Subject to the special rights of the holders of any class or series of Preferred Stock, any vacancy occurring in the Board for any cause, and any newly created directorship resulting from any increase in the authorized number of directors, shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected in accordance with the preceding sentence shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which the director has been assigned expires and until such director’s successor shall have been duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal.

6.Determination of Ambiguity. In case of an ambiguity in the application of any provision set forth in Sections 2, 3, 4, 5 or 6 of this Article VI or in the meaning of any term or definition set forth in this Sections 2, 3, 4, 5 or 6 of this Article VI (including any such term used in any other provision of this Certificate of Incorporation), the Board, or a committee thereof, shall have the power to determine, in its sole discretion, the application of any such provision or any such term or definition with respect to any situation based on the facts believed in good faith by it. A determination of the Board (or a committee thereof, as applicable) in accordance with the preceding sentence shall be conclusive and binding on the stockholders of the Corporation. Such determination shall be evidenced in a writing adopted by the Board (or a committee thereof, as applicable), and such writing shall be made available for inspection by any holder of capital stock of the Corporation at the principal executive offices of the Corporation.

7.Vote by Ballot. Election of directors need not be by written ballot unless the Bylaws shall so provide.

ARTICLE VII: DIRECTOR LIABILITY

1.Limitation of Liability. To the fullest extent permitted by law, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, if the General Corporation Law is hereafter amended to authorize the further elimination or limitation of the liability of a director, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law, as so amended.

2.Change in Rights. Neither any amendment nor repeal of this Article VII, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VII, shall eliminate, reduce or otherwise adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such amendment, repeal or adoption of such an inconsistent provision.

ARTICLE VIII: MATTERS RELATING TO STOCKHOLDERS

1.No Action by Written Consent of Stockholders. Subject to the rights of any series of Preferred Stock then outstanding, no action shall be taken by the stockholders of the Corporation except at a duly called annual or special meeting of stockholders and no action shall be taken by the stockholders of the Corporation by written consent in lieu of a meeting.

2.Special Meeting of Stockholders. Special meetings of the stockholders of the Corporation may be called only by the Chairperson of the Board, the Chief Executive Officer of the Corporation, the Lead Independent Director (as defined in the Bylaws), the President of the Corporation, or the Board acting pursuant to a resolution adopted by a majority of the Whole Board and may not be called by the stockholders or any other person or persons.

3.Advance Notice of Stockholder Nominations and Business Transacted at Special Meetings. Advance notice of stockholder nominations for the election of directors of the Corporation and of business to be brought by stockholders before any meeting of stockholders of the Corporation shall be given in the manner provided in the Bylaws. Business transacted at special meetings of stockholders shall be limited to the purpose or purposes stated in the notice of meeting.

ARTICLE IX: SEVERABILITY

If any provision of this Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of this Certificate of Incorporation (including without limitation, all portions of any section of this Certificate of Incorporation containing any such provision held to be invalid, illegal, or unenforceable, which is not invalid, illegal, or unenforceable) shall remain in full force and effect.

ARTICLE X: AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any provision of this Certificate of Incorporation (including any Certificate of Designation) or any provision of law that might otherwise permit a lesser vote or no vote (but subject to Section 2 of Article IV hereof), but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by this Certificate of Incorporation (including any Certificate of Designation), and subject to Sections 1 and 2.1 of Article IV, the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend or repeal, or adopt any provision inconsistent with this Certificate of Incorporation; provided, further, that if two-thirds of the Whole Board has approved such amendment or repeal of, or adoption of any provision inconsistent with, the provisions of this Certificate of Incorporation, then only the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the

Corporation entitled to vote thereon, voting together as a single class (in addition to any other vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation), shall be required to amend or repeal, or adopt any provision inconsistent with, the provisions of this Certificate of Incorporation.

ARTICLE XI: CHOICE OF FORUM; EXCLUSIVE FORUM

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim that is based upon a breach of a fiduciary duty owed by, or other wrongdoing by, any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders; (iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising pursuant to any provision of the General Corporation Law, this Restated Certificate of Incorporation or the Bylaws or as to which the General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware; (iv) any action to interpret, apply, enforce or determine the validity of this Restated Certificate of Incorporation or the Bylaws; (v) any action asserting a claim against the Corporation governed by the internal affairs doctrine; or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the General Corporation Law. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or any successor thereto or, to the fullest extent permitted by law, under the Exchange Act, or any successor thereto. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI. Failure to enforce the foregoing provisions of this Article XI would cause the Corporation irreparable harm, and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.

* * * * * * * * * * *

Exhibit 3.4




USERTESTING, INC.

a Delaware Corporation


BYLAWS


As Adopted April 13, 2021

USERTESTING, INC.

a Delaware Corporation

BYLAWS

As Adopted April 13, 2021

ARTICLE I: STOCKHOLDERS

Section 1.1: Annual Meetings. Unless members of the Board of Directors of the Corporation (the “Board”) are elected by written consent in lieu of an annual meeting, as permitted by Section 211 of the Delaware General Corporation Law (the “DGCL”) and these Bylaws, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board shall each year fix. The meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

Section 1.2: Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the holders of shares of the Corporation that are entitled to cast not less than ten percent (10%) of the total number of votes entitled to be cast by all stockholders at such meeting, or by a majority of the “Whole Board,” which shall mean the total number of directors then in office; provided, however, that the number of directors that constitutes the Whole Board shall not be less than one third (1/3rd) of the total number of authorized directors. Special meetings may not be called by any other person or persons. If a special meeting of stockholders is called by any person or persons other than by a majority of the members of the Board, then such person or persons shall request such meeting by delivering a written request to call such meeting to each member of the Board, and the Board shall then determine the time and date of such special meeting, which shall be held not more than one hundred twenty (120) days nor less than thirty-five (35) days after the written request to call such special meeting was delivered to each member of the Board. The special meeting may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine.

Section 1.3: Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by law (including, without limitation, as set forth in Section 7.1.1 of these Bylaws) stating the date, time and place, if any, of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”), such notice shall be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each stockholder of record entitled to vote at such meeting.

Section 1.4: Adjournments. The chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any). Any meeting of stockholders may

adjourn from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communications (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if a new record date is fixed for the adjourned meeting, then a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting. To the fullest extent permitted by law, the Board may cancel, postpone or reschedule any previously scheduled special or annual meeting of stockholders before it is to be held, in which case notice shall be provided to the stockholders of the new date, time and place, if any, of the meeting as provided in Section 1.3 above.

Section 1.5: Quorum. At each meeting of stockholders the holders of a majority of the voting power of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business, unless otherwise required by applicable law, the Certificate of Incorporation or these Bylaws. If a quorum shall fail to attend any meeting, the chairperson of the meeting or the holders of a majority of the voting power of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, at the meeting may adjourn the meeting. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum.

Section 1.6: Organization. Meetings of stockholders shall be presided over by such person as the Board may designate, or, in the absence of such a person, the Chairperson of the Board, or, in the absence of such person, the President of the Corporation, or, in the absence of such person, such person as may be chosen by the holders of a majority of the voting power of the shares entitled to vote who are present, in person or by proxy, at the meeting. Such person shall be chairperson of the meeting and, subject to Section 1.11 hereof, shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him or her to be in order. The Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7: Voting; Proxies. Each stockholder entitled to vote at a meeting of stockholders, or to take corporate action by written consent without a meeting, may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Except as may be required in the Certificate of Incorporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Unless otherwise provided by applicable law, the Certificate of

Incorporation or these Bylaws, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter.

Section 1.8: Fixing Date for Determination of Stockholders of Record.

1.8.1 Meeting of Stockholders. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day immediately prior to the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

1.8.2 Payment of Dividends; Other Lawful Action. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

1.8.3 Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with

applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

Section 1.9: List of Stockholders Entitled to Vote. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, either on a reasonably accessible electronic network as permitted by law (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. If the meeting is held at a location where stockholders may attend in person, the list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.

Section 1.10: Action by Written Consent of Stockholders.

1.10.1 Procedure. Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed in the manner permitted by law by the holders of outstanding stock having not less than the number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, to its principal place of business or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the agent of the Corporation’s registered office in the State of Delaware shall be by hand or by certified or registered mail, return receipt requested. Written stockholder consents shall bear the date of signature of each stockholder who signs the consent in the manner permitted by law and shall be delivered to the Corporation as provided in Section 1.10.2 below. No written consent shall be effective to take the action set forth therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner required by law, written consents signed by a sufficient number of stockholders to take the action set forth therein are delivered to the Corporation in the manner required by law.

1.10.2 Form of Consent. Any electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of

this section, provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (a) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (b) the date on which such stockholder or proxy holder or authorized person or persons transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is (a) reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded or (b) delivered via electronic transmission to an information processing system, if any, designated by the Corporation for receiving such consents. In the case of delivery of a consent pursuant to the foregoing via electronic transmission to an information processing system designated by the Corporation for receiving such consent, such consent must set forth or be delivered with information that enables the Corporation to determine the date of delivery of such consent and the identity of the person giving such consent. Delivery made to a Corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

1.10.3 Notice of Consent. Prompt notice of the taking of corporate action by stockholders without a meeting by less than unanimous written consent of the stockholders shall be given to those stockholders who have not consented thereto in writing and, who, if the action had been taken at a meeting, would have been entitled to notice of the meeting, if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as required by law. If the action which is consented to is such as would have required the filing of a certificate under the DGCL if such action had been voted on by stockholders at a meeting thereof, then if the DGCL so requires, the certificate so filed shall state, in lieu of any statement required by the DGCL concerning any vote of stockholders, that written stockholder consent has been given in accordance with Section 228 of the DGCL.

Section 1.11: Inspectors of Elections.

1.11.1 Applicability. Unless otherwise required by the Certificate of Incorporation or by the DGCL, the following provisions of this Section 1.11 shall apply only if and when the Corporation has a class of voting stock that is: (a) listed on a national securities exchange; (b) authorized for quotation on an interdealer quotation system of a registered national securities

association; or (c) held of record by more than two thousand (2,000) stockholders. In all other cases, observance of the provisions of this Section 1.11 shall be optional, and at the discretion of the Board.

1.11.2 Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.

1.11.3 Inspector’s Oath. Each inspector of election, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

1.11.4 Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (a) ascertain the number of shares outstanding and the voting power of each share, (b) determine the shares represented at a meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

1.11.5 Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced by the chairperson of the meeting at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

1.11.6 Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies in accordance with any information provided pursuant to Section 211(a)(2)(B)(i) of the DGCL, or Sections 211(e) or 212(c)(2) of the DGCL, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.11 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

ARTICLE II: BOARD OF DIRECTORS

Section 2.1: Number; Qualifications. The Board shall consist of one or more members. The initial number of directors shall be one (1), and, thereafter, unless otherwise required by law or the Certificate of Incorporation, shall be fixed from time to time by resolution of a majority of the Whole Board or the stockholders of the Corporation holding at least a majority of the voting power of the Corporation’s outstanding stock then entitled to vote at an election of directors. No decrease in the authorized number of directors constituting the Board shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2: Election; Resignation; Removal; Vacancies. The Board shall initially consist of the person or persons elected by the incorporator or named in the Corporation’s initial Certificate of Incorporation. Unless otherwise provided by the Certificate of Incorporation, each director shall hold office until the next annual meeting of stockholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Any director may resign at any time upon written notice or notice by electronic transmission to the Corporation. Except as otherwise provided by the Certificate of Incorporation or applicable law, (a) any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors and (b) any vacancy occurring in the Board for any reason, and any newly created directorship resulting from any increase in the authorized number of directors to be elected by all stockholders having the right to vote as a single class, may be filled by the stockholders or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

Section 2.3: Regular Meetings. Regular meetings of the Board may be held at such places, within or without the State of Delaware, and at such times as the Board may from time to time determine Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.

Section 2.4: Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the President or a majority of the members of the Board then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery, electronic mail or other means of electronic transmission. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5: Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6: Quorum; Vote Required for Action. Subject to Section 2.2 above regarding the ability of the members of the Board to fill a vacancy or newly-created directorship on the Board, at all meetings of the Board, the presence of a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time without further notice thereof. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7: Organization. Meetings of the Board shall be presided over by the Chairperson of the Board, or in such person’s absence by the President, or in such person’s absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8: Written Action by Directors. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee, respectively, in the minute books of the Corporation. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9: Powers. The Board may, except as otherwise required by law or the Certificate of Incorporation, exercise all such powers and manage and direct all such acts and things as may be exercised or done by the Corporation.

Section 2.10: Compensation of Directors. Members of the Board, as such, may receive, pursuant to a resolution of the Board, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board.

ARTICLE III: COMMITTEES

Section 3.1: Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving, adopting, or recommending to the stockholders any action or matter (other than the election or

removal of members of the Board) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.

Section 3.2: Committee Rules. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws.

ARTICLE IV: OFFICERS

Section 4.1: Generally. The officers of the Corporation shall consist of a Chief Executive Officer (who may be the Chairperson of the Board or the President), a Secretary and a Treasurer and may consist of such other officers, including a Chief Financial Officer, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chairperson of the Board, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Each officer shall hold office until such person’s successor is appointed or until such person’s earlier resignation, death or removal. Any number of offices may be held by the same person. Any officer may resign at any time upon written notice to the Corporation. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board.

Section 4.2: Chief Executive Officer. Subject to the control of the Board and such supervisory powers, if any, as may be given by the Board, the powers and duties of the Chief Executive Officer of the Corporation are:

(a) To act as the general manager and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation;

(b) Subject to Article I, Section 1.6, to preside at all meetings of the stockholders;

(c) Subject to Article I, Section 1.2, to call special meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and

(d) To affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation; and, subject to the direction of the Board, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

The President shall be the Chief Executive Officer of the Corporation unless the Board shall designate another officer to be the Chief Executive Officer. If there is no President, and the Board has not designated any other officer to be the Chief Executive Officer, then the Chairperson of the Board shall be the Chief Executive Officer.

Section 4.3: Chairperson of the Board. The Chairperson of the Board shall be chosen from among the members of the Board and shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe.

Section 4.4: President. The Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one individual as the President and a different individual as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairperson of the Board, and/or to any other officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board.

Section 4.5: Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President, or that are delegated to him or her by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer in the event of the Chief Executive Officer’s absence or disability.

Section 4.6: Chief Financial Officer. The Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer.

Section 4.7: Treasurer. The Treasurer shall have custody of all moneys and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.8: Secretary. The Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the

office of Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.9: Delegation of Authority. The Board may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 4.10: Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any Vice Presidents of the Corporation, then such Vice Presidents may be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V: STOCK

Section 5.1: Certificates. The shares of capital stock of the Corporation shall be represented by certificates; provided, however, that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the adoption of such resolution by the Board, every holder of stock that is represented by a certificate shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers representing the number of shares owned by such stockholder in the Corporation registered in certificate form. Any or all of the signatures on the certificate may be an electronic signature. In case any officer, transfer agent or registrar who has signed or whose electronic signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 5.2: Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares. The Corporation may issue a new certificate of stock, or uncertificated shares, in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to agree to indemnify the Corporation and/or to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.3: Other Regulations. The issue, transfer, conversion and registration of stock certificates and uncertificated securities shall be governed by such other regulations as the Board may establish.

ARTICLE VI: INDEMNIFICATION

Section 6.1: Indemnification of Officers and Directors. The Corporation is authorized, to the maximum extent permitted by the DGCL, and as the same may from time to time be amended, to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding to which such person was or is a party or is threatened to be made a party arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section, an “agent” of the Corporation includes any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; “proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, and includes an action or proceeding by or in the right of the Corporation to procure a judgment in its favor; and “expenses” includes attorneys’ fees and any expenses of establishing a right to indemnification under this Section.

Section 6.2: Insurance. The Corporation shall, if and to the extent the Board so determines by resolution, purchase and maintain insurance in an amount and on behalf of such agents of the Corporation as the Board may specify in such resolution against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the capacity to indemnify the agent against such liability under the provisions of this Section.

ARTICLE VII: NOTICES

Section 7.1: Notice.

7.1.1 Form and Delivery. Except as otherwise specifically required in these Bylaws (including, without limitation, Section 7.1.2 below) or by law, all notices required to be given pursuant to these Bylaws shall be in writing and may, (a) in every instance in connection with any delivery to a member of the Board, be effectively given by hand delivery (including use of a delivery service), by depositing such notice in the mail, postage prepaid, or by sending such notice by prepaid overnight express courier, electronic mail or other form of electronic transmission and (b) be effectively be delivered to a stockholder when given by hand delivery, by depositing such notice in the mail, postage prepaid or, if specifically consented to by the stockholder as described in Section 7.1.2 of this Article VII by sending such notice by electronic mail or other form of electronic transmission. Any such notice shall be addressed to the person to whom notice is to be given at such person’s address as it appears on the records of the Corporation. The notice shall be deemed given (a) in the case of hand delivery, when received by the person to whom notice is to be given or by any person accepting such notice on behalf of such person, (b) in the case of delivery by mail, upon deposit in the mail, (c) in the case of delivery by overnight express courier, when dispatched, and (d) in the case of delivery via electronic mail or other form of electronic transmission, when dispatched.

7.1.2 Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation, or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given in accordance with Section 232 of the DGCL. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Notwithstanding the foregoing, a notice may not be given by an electronic transmission to a stockholder from and after the time that (a) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Notice given pursuant to this Section 7.1.2 shall be deemed given: (i) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of such posting and the giving of such separate notice; and (iii) if by any other form of electronic transmission, when directed to the stockholder.

7.1.3 Affidavit of Giving Notice. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2: Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE VIII: INTERESTED DIRECTORS

are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the stockholders.

Section 8.2: Quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

ARTICLE IX: MISCELLANEOUS

Section 9.1: Annual Report. During such time or times that the Corporation is subject to Section 1501 of the California General Corporation Law, if and so long as there are fewer than one hundred (100) holders of record of the Corporation’s shares, the requirement of sending of an annual report to the stockholders of the Corporation is hereby expressly waived.

Section 9.2: Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 9.3: Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.

Section 9.4: Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, diskettes, CDs, or any other information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.

Section 9.5: Reliance upon Books and Records. A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 9.6: Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Certificate of Incorporation and Bylaws, the provisions of the Certificate of Incorporation shall govern.

Section 9.7: Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

ARTICLE X: AMENDMENT

Unless otherwise required by the Certificate of Incorporation, stockholders of the Corporation holding at least a majority of the voting power of the Corporation’s outstanding voting stock then entitled to vote at an election of directors shall have the power to adopt, amend or repeal Bylaws. To the extent provided in the Certificate of Incorporation, the Board shall also have the power to adopt, amend or repeal Bylaws of the Corporation.

________________________

CERTIFICATION OF BYLAWS

USERTESTING, INC.

a Delaware Corporation

I, Ambyr O’Donnell, certify that I am Secretary of UserTesting, Inc., a Delaware corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, that the attached Bylaws are a true and complete copy of the Bylaws of the Corporation in effect as of the date of this certificate.

Dated: April 13, 2021


/s/ Ambyr O’Donnell
Ambyr O’Donnell, Secretary

Exhibit 3.5

USERTESTING, INC.

(a Delaware corporation)

RESTATED BYLAWS

As Adopted , 2021 and

As Effective , 2021

USERTESTING, INC.

(a Delaware corporation)

RESTATED BYLAWS

TABLE OF CONTENTS


Article I: STOCKHOLDERS			1
	Section 1.1:	Annual Meetings	1
	Section 1.2:	Special Meetings	1
	Section 1.3:	Notice of Meetings	1
	Section 1.4:	Adjournments	1
	Section 1.5:	Quorum	2
	Section 1.6:	Organization	2
	Section 1.7:	Voting; Proxies	3
	Section 1.8:	Fixing Date for Determination of Stockholders of Record	3
	Section 1.9:	List of Stockholders Entitled to Vote	4
	Section 1.10:	Inspectors of Elections	4
	Section 1.11:	Conduct of Meetings	5
	Section 1.12:	Notice of Stockholder Business; Nominations.	6
	Section 1.13:	Delivery to the Corporation	14

Article II: BOARD OF DIRECTORS			14
	Section 2.1:	Number; Qualifications	14
	Section 2.2:	Election; Resignation; Removal; Vacancies	15
	Section 2.3:	Regular Meetings	15
	Section 2.4:	Special Meetings	15
	Section 2.5:	Remote Meetings Permitted	15
	Section 2.6:	Quorum; Vote Required for Action	15
	Section 2.7:	Organization	16
	Section 2.8:	Unanimous Action by Directors in Lieu of a Meeting	16
	Section 2.9:	Powers	16
	Section 2.10:	Compensation of Directors	16
	Section 2.11:	Confidentiality	16
	Section 2.12:	Emergency Bylaws	16

Article III: COMMITTEES			17
	Section 3.1:	Committees	17
	Section 3.2:	Committee Rules	17

Article IV: OFFICERS; CHAIRPERSON; LEAD INDEPENDENT DIRECTOR			17
	Section 4.1:	Generally	18
	Section 4.2:	Chief Executive Officer	18
	Section 4.3:	Chairperson of the Board	18
	Section 4.4:	Lead Independent Director	18


	Section 4.5:	President	18
	Section 4.6:	Chief Financial Officer	19
	Section 4.7:	Treasurer	19
	Section 4.8:	Vice President	19
	Section 4.9:	Corporate Secretary	19
	Section 4.10:	Delegation of Authority	19
	Section 4.11:	Removal	19

Article V: STOCK			20
	Section 5.1:	Certificates; Uncertificated Shares	20
	Section 5.2:	Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares	20
	Section 5.3:	Other Regulations	20

Article VI: INDEMNIFICATION			20
	Section 6.1:	Indemnification of Officers and Directors	20
	Section 6.2:	Advance of Expenses	21
	Section 6.3:	Non-Exclusivity of Rights	21
	Section 6.4:	Indemnification Contracts	22
	Section 6.5:	Right of Indemnitee to Bring Suit	22
	Section 6.6:	Successful Defense	22
	Section 6.7:	Nature of Rights	23
	Section 6.8:	Amendment or Repeal	23
	Section 6.9:	Insurance	23

Article VII: NOTICES			23
	Section 7.1:	Notice	23
	Section 7.2:	Waiver of Notice	23

Article VIII: INTERESTED DIRECTORS			24
	Section 8.1:	Interested Directors	24
	Section 8.2:	Quorum	24

Article IX: MISCELLANEOUS			25
	Section 9.1:	Fiscal year	25
	Section 9.2:	Seal	25
	Section 9.3:	Form of Records	25
	Section 9.4:	Reliance Upon Books and Records	25
	Section 9.5:	Certificate of Incorporation Governs	25
	Section 9.6:	Severability	25
	Section 9.7:	Time Periods	25

Article X: AMENDMENT			26

USERTESTING, INC.

(a Delaware corporation)

RESTATED BYLAWS

As Adopted , 2021 and

As Effective , 2021

ARTICLE I: STOCKHOLDERS

Section 1.1:Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date and time as the Board of Directors (the “Board”) of UserTesting, Inc. (the “Corporation”) shall each year fix. Annual meetings may be held either at a place, within or without the State of Delaware as permitted by the General Corporation Law of the State of Delaware (the “DGCL”), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting.

Section 1.2:Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called in the manner set forth in the Restated Certificate of Incorporation of the Corporation (as the same may be amended and/or restated from time to time, the “Certificate of Incorporation”). Special meetings may be held either at a place, within or without the State of Delaware, or by means of remote communication as the Board in its sole discretion may determine. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting.

Section 1.3:Notice of Meetings. Notice of all meetings of stockholders shall be given in writing or by electronic transmission in the manner provided by applicable law (including, without limitation, as set forth in Section 7.1.1 of these Bylaws) stating the date, time and place, if any, of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the meeting). In the case of a special meeting, such notice shall also set forth the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Incorporation, notice of any meeting of stockholders shall be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each stockholder of record entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

Section 1.4:Adjournments. Notwithstanding Section 1.5 of these Bylaws, the chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any), regardless of whether a quorum is present, at any time and for any reason. Any meeting of stockholders, annual or special, may be adjourned from time to time, and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the

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means of remote communication (if any) by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. To the fullest extent permitted by law, if a quorum is present at the original meeting, it shall also be deemed present at the adjourned meeting. To the fullest extent permitted by law, the Board may postpone, reschedule or cancel at any time and for any reason any previously scheduled special or annual meeting of stockholders before it (or any adjournment) is to be held, regardless of whether any notice or public disclosure with respect to any such meeting (or adjournment) has been sent or made pursuant to Section 1.3 hereof or otherwise, in which case notice shall be provided to the stockholders of the new date, time and place, if any, of the meeting as provided in Section 1.3 above.

Section 1.5:Quorum. Except as otherwise required by applicable law or provided by the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of stock is required by applicable law or the Certificate of Incorporation, the holders of a majority of the voting power of the shares of such class or classes or series of the stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to the vote on such matter. If a quorum shall fail to attend any meeting, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority of the voting power of the shares entitled to vote who are present in person or represented by proxy at the meeting may adjourn the meeting. Shares of the Corporation’s stock belonging to the Corporation (or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation are held, directly or indirectly, by the Corporation), shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any other corporation to vote any shares of the Corporation’s stock held by it in a fiduciary capacity and to count such shares for purposes of determining a quorum. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum, including, to the fullest extent permitted by law, at any adjournment thereof (unless a new record date is fixed for the adjourned meeting).

Section 1.6:Organization. Meetings of stockholders shall be presided over by (a) such person as the Board may designate, or (b) in the absence of such a person, the Chairperson of the Board, or (c) in the absence of such person, the Lead Independent Director, or, (d) in the absence

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of such person, the Chief Executive Officer of the Corporation, or (e) in the absence of such person, the President of the Corporation, or (f) in the absence of such person, by a Vice President of the Corporation. The Corporate Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7:Voting; Proxies. Each stockholder of record entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Except as may be required in the Certificate of Incorporation, directors shall be elected by a plurality of the votes cast by the holders of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. At all meetings of stockholders at which a quorum is present, unless a different or minimum vote is required by applicable law, rule or regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws, in which case such different or minimum vote shall be the applicable vote on the matter, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each class or series, the holders of a majority of the voting power of the shares of stock of that class or series present in person or represented by proxy at the meeting voting for or against such matter).

Section 1.8:Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at 5:00 p.m. Eastern Time on the day next preceding the day on which notice is given, or, if notice is waived, at 5:00 p.m. Eastern Time on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

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In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which shall not be more than sixty (60) days prior to such action. If no such record date is fixed by the Board, then the record date for determining stockholders for any such purpose shall be at 5:00 p.m. Eastern Time on the day on which the Board adopts the resolution relating thereto.

Section 1.9:List of Stockholders Entitled to Vote. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing herein shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, (a) on a reasonably accessible electronic network as permitted by applicable law (provided that the information required to gain access to the list is provided with the notice of the meeting), or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is held at a location where stockholders may attend in person, a list of stockholders entitled to vote at the meeting shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present at the meeting. If the meeting is held solely by means of remote communication, then the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.

Section 1.10:Inspectors of Elections.

1.10.1Applicability. Unless otherwise required by the Certificate of Incorporation or by applicable law, the following provisions of this Section 1.10 shall apply only if and when the Corporation has a class of voting stock that is: (a) listed on a national securities exchange; (b) authorized for quotation on an interdealer quotation system of a registered national securities association; or (c) held of record by more than two thousand (2,000) stockholders. In all other cases, observance of the provisions of this Section 1.10 shall be optional, and at the discretion of the Board.

1.10.2Appointment. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace

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any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting.

1.10.3Inspector’s Oath. Each inspector of election, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability.

1.10.4Duties of Inspectors. At a meeting of stockholders, the inspectors of election shall (a) ascertain the number of shares outstanding and the voting power of each share, (b) determine the shares represented at a meeting and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period of time a record of the disposition of any challenges made to any determination by the inspectors, and (e) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

1.10.5Opening and Closing of Polls. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

1.10.6Determinations. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in connection with proxies pursuant to Section 211(a)(2)b.(i) of the DGCL, or in accordance with Sections 211(e) or 212(c)(2) of the DGCL, ballots and the regular books and records of the Corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification of their determinations pursuant to this Section 1.10 shall specify the precise information considered by them, including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

Section 1.11:Conduct of Meetings. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (a) the

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establishment of an agenda or order of business for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present; (c) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairperson of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) limitations on the time (if any) allotted to questions or comments by participants; (f) restricting the use of audio/video recording devices and cell phones; and (g) complying with any state and local laws and regulations concerning safety and security. The chairperson at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such chairperson should so determine, such chairperson shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.12:Notice of Stockholder Business; Nominations.

1.12.1Annual Meeting of Stockholders.

(a)Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only: (i) pursuant to the Corporation’s notice of such meeting (or any supplement thereto), (ii) by or at the direction of the Board or any committee thereof or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Section 1.12 (the “Record Stockholder”), who is entitled to vote at such meeting and who complies with the notice and other procedures set forth in this Section 1.12 in all applicable respects. For the avoidance of doubt, the foregoing clause (iii) shall be the exclusive means for a stockholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders, and such stockholder must fully comply with the notice and other procedures set forth in this Section 1.12 to bring such nominations or other business properly before an annual meeting.

(b)For nominations or other business to be properly brought before an annual meeting by a Record Stockholder pursuant to Section 1.12.1(a) of these Bylaws:

(i)the Record Stockholder must have given timely notice thereof in writing to the Corporate Secretary of the Corporation and have provided any updates or supplements to such notice at the times and in the forms required by this Section 1.12;

(ii)such other business (other than the nomination of persons for election to the Board) must otherwise be a proper matter for stockholder action;

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(iii)if the Proposing Person (as defined below) has provided the Corporation with a Solicitation Notice (as defined below), such Proposing Person must, in the case of a proposal other than the nomination of persons for election to the Board, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation’s voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation’s voting shares reasonably believed by such Proposing Person to be sufficient to elect the nominee or nominees proposed to be nominated by such Record Stockholder, and must, in either case, have included in such materials the Solicitation Notice; and

(iv)if no Solicitation Notice relating thereto has been timely provided pursuant to this Section 1.12, the Proposing Person proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this Section 1.12.

To be timely, a Record Stockholder’s notice must be delivered to the Corporate Secretary of the Corporation at the principal executive offices of the Corporation not later than 5:00 p.m. Eastern Time on the ninetieth (90th) day nor earlier than 5:00 p.m. Eastern Time on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting (except in the case of the Corporation’s first annual meeting following its initial public offering, for which such notice shall be timely if delivered in the same time period as if such meeting were a special meeting governed by Section 1.12.3 of these Bylaws); provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the Record Stockholder to be timely must be so delivered (A) no earlier than 5:00 p.m. Eastern Time on the one hundred and twentieth (120th) day prior to such annual meeting and (B) no later than 5:00 p.m. Eastern Time on the later of the ninetieth (90th) day prior to such annual meeting or 5:00 p.m. Eastern Time on the tenth (10th) day following the day on which Public Announcement (as defined below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for providing the Record Stockholder’s notice.

(c)As to each person whom the Record Stockholder proposes to nominate for election or reelection as a director, in addition to the matters set forth in paragraph (e) below, such Record Stockholder’s notice shall set forth:

(i)the name, age, business address and residence address of such person;

(ii)the principal occupation or employment of such nominee;

(iii)the class, series and number of any shares of stock of the Corporation that are beneficially owned or owned of record by such person or any Associated Person (as defined in Section 1.12.4(c));

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(iv)the date or dates such shares were acquired and the investment intent of such acquisition;

(v)all other information relating to such person that would be required to be disclosed in solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or would be otherwise required, in each case pursuant to and in accordance with Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder;

(vi)such person’s written consent (A) to being named in the Corporation’s proxy statement as a nominee, (B) to the public disclosure of information regarding or related to such person provided to the Corporation by such person or otherwise pursuant to this Section 1.12 and (C) to serving as a director, if elected;

(vii)whether such person meets the independence requirements of the stock exchange upon which the Corporation’s Common Stock is primarily traded;

(viii)a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such Proposing Person or any of its respective affiliates and associates, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, on the other hand, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the Proposing Person or any of its respective affiliates and associates were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(ix)a completed and signed questionnaire, representation and agreement required by Section 1.12.2 of these Bylaws.

(d)As to any business other than the nomination of a director or directors that the Record Stockholder proposes to bring before the meeting, in addition to the matters set forth in paragraph (e) below, such Record Stockholder’s notice shall set forth:

(i)a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such Proposing Person, including any anticipated benefit to any Proposing Person therefrom; and

(ii)a description of all agreements, arrangements and understandings between or among any such Proposing Person and any of its respective affiliates or associates, on the one hand, and any other person or persons, on the other hand, (including their names) in connection with the proposal of such business by such Proposing Person;

(e)As to each Proposing Person giving the notice, such Record Stockholder’s notice shall set forth:

(i)the current name and address of such Proposing Person, including, if applicable, their name and address as they appear on the Corporation’s stock ledger, if different;

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(ii)the class or series and number of shares of stock of the Corporation that are directly or indirectly owned of record or beneficially owned by such Proposing Person, including any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future;

(iii)whether and the extent to which any derivative interest in the Corporation’s equity securities (including without limitation any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of shares of the Corporation or otherwise, and any cash-settled equity swap, total return swap, synthetic equity position or similar derivative arrangement (any of the foregoing, a “Derivative Instrument”), as well as any rights to dividends on the shares of any class or series of shares of the Corporation that are separated or separable from the underlying shares of the Corporation) or any short interest in any security of the Corporation (for purposes of this Bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any increase or decrease in the value of the subject security, including through performance-related fees) is held directly or indirectly by or for the benefit of such Proposing Person, including without limitation whether and the extent to which any ongoing hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including without limitation any short position or any borrowing or lending of shares) has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such Proposing Person with respect to any share of stock of the Corporation (any of the foregoing, a “Short Interest”);

(iv)any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Proposing Person or any of its respective affiliates or associates is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership;

(v)any direct or indirect material interest in any material contract or agreement with the Corporation, any affiliate of the Corporation or any Competitor (as defined below) (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement);

(vi)any significant equity interests or any Derivative Instruments or Short Interests in any Competitor held by such Proposing Person and/or any of its respective affiliates or associates;

(vii)any other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation or any Competitor, on the other hand;

(viii)all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such Proposing Person and/or any of its respective affiliates or associates;

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(ix)any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) (or any successor provision) under the Exchange Act and the rules and regulations thereunder;

(x)such Proposing Person’s written consent to the public disclosure of information provided to the Corporation pursuant to this Section 1.12;

(xi)a complete written description of any agreement, arrangement or understanding (whether oral or in writing) (including any knowledge that another person or entity is Acting in Concert (as defined in Section 1.12.4(c)) with such Proposing Person) between or among such Proposing Person, any of its respective affiliates or associates and any other person Acting in Concert with any of the foregoing persons;

(xii)a representation that the Record Stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination;

(xiii)a representation whether such Proposing Person intends (or is part of a group that intends) to deliver a proxy statement or form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation’s voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation’s voting shares to elect such nominee or nominees (an affirmative statement of such intent being a “Solicitation Notice”); and

(xiv)any proxy, contract, arrangement, or relationship pursuant to which the Proposing Person has a right to vote, directly or indirectly, any shares of any security of the Corporation.

The disclosures to be made pursuant to the foregoing clauses (ii), (iii), (iv) and (vi) shall not include any information with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(f)A stockholder providing written notice required by this Section 1.12 shall update such notice in writing, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of (i) the record date for determining the stockholders entitled to notice of the meeting and (ii) 5:00 p.m. Eastern Time on the tenth (10th) business day prior to the meeting or any adjournment or postponement thereof. In the case of an update pursuant to clause (i) of the foregoing sentence, such update shall be received by the Corporate Secretary of the Corporation at the principal executive office of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to notice of the meeting, and in the case of an update and supplement pursuant to clause (ii) of the foregoing sentence, such update and supplement shall be received by the Corporate Secretary of the Corporation at the principal executive office of the Corporation not later than eight (8) business days prior to the date for the meeting and, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed). For the avoidance of doubt, the obligation

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to update as set forth in this paragraph shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or nomination or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of the stockholders.

(g)Notwithstanding anything in Section 1.12 or any other provision of these Bylaws to the contrary, any person who has been determined by a majority of the Whole Board to have violated Section 2.11 of these Bylaws or a Board Confidentiality Policy (as defined below) while serving as a director of the Corporation in the preceding five (5) years shall be ineligible to be nominated to serve as a member of the Board, absent a prior waiver for such nomination approved by two-thirds of the Whole Board.

1.12.2Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee of any stockholder for election or reelection as a director of the Corporation, the person proposed to be nominated must deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.12 of these Bylaws) to the Corporate Secretary of the Corporation at the principal executive offices of the Corporation a completed and signed questionnaire in the form required by the Corporation (which form the stockholder shall request in writing from the Corporate Secretary of the Corporation and which the Corporate Secretary shall provide to such stockholder within ten days of receiving such request) with respect to the background and qualification of such person to serve as a director of the Corporation and the background of any other person or entity on whose behalf, directly or indirectly, the nomination is being made and a signed representation and agreement (in the form available from the Corporate Secretary upon written request) that such person: (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any Compensation Arrangement (as defined below) that has not been disclosed therein, (c) if elected as a director of the Corporation, will comply with all informational and similar requirements of applicable insurance policies and laws and regulations in connection with service or action as a director of the Corporation, (d) if elected as a director of the Corporation, will comply with all corporate governance, conflict of interest, stock ownership requirements, confidentiality and trading policies and guidelines of the Corporation publicly disclosed from time to time, (e) if elected as a director of the Corporation, will act in the best interests of the Corporation and its stockholders and not in the interests of individual constituencies, (f) consents to being named as a nominee in the Corporation’s proxy statement pursuant to Rule 14a-4(d) under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected as a director and (g) intends to serve as a director for the full term for which such individual is to stand for election.

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1.12.3Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of such meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of such meeting (a) by or at the direction of the Board or any committee thereof or (b) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice of the special meeting, who shall be entitled to vote at the meeting and who complies with the notice and other procedures set forth in this Section 1.12.3 in all applicable respects. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 1.12.1(b) of these Bylaws shall be delivered to the Corporate Secretary of the Corporation at the principal executive offices of the Corporation (i) no earlier than the one hundred and twentieth (120th) day prior to such special meeting and (ii) no later than 5:00 p.m. Eastern Time on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for providing such notice.

1.12.4General.

(a)Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.12 shall be eligible to be elected at a meeting of stockholders and serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.12. Except as otherwise provided by law or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.12 and, if any proposed nomination or business is not in compliance herewith, to declare that such defective proposal or nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 1.12, unless otherwise required by law, if the stockholder (or a Qualified Representative of the stockholder (as defined below)) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(b)Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth herein. Nothing in this Section 1.12 shall be deemed to affect any rights of (a) stockholders to request inclusion of proposals in the

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Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) the holders of any series of the Corporation’s Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(c)For purposes of these Bylaws the following definitions shall apply:

(A)a person shall be deemed to be “Acting in Concert” with another person if such person knowingly acts (whether or not pursuant to an express agreement, arrangement or understanding) in concert with, or toward a common goal relating to the management, governance or control of the Corporation in substantial parallel with, such other person where (1) each person is conscious of the other person’s conduct or intent and this awareness is an element in their decision-making processes and (2) at least one additional factor suggests that such persons intend to act in concert or in substantial parallel, which such additional factors may include, without limitation, exchanging information (whether publicly or privately), attending meetings, conducting discussions or making or soliciting invitations to act in concert or in substantial parallel; provided that a person shall not be deemed to be Acting in Concert with any other person solely as a result of the solicitation or receipt of revocable proxies or consents from such other person in response to a solicitation made pursuant to, and in accordance with, Section 14(a) (or any successor provision) of the Exchange Act by way of a proxy or consent solicitation statement filed on Schedule 14A. A person Acting in Concert with another person shall be deemed to be Acting in Concert with any third party who is also Acting in Concert with such other person;

(B)“affiliate” and “associate” shall have the meanings ascribed thereto in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”); provided, however, that the term “partner” as used in the definition of “associate” shall not include any limited partner that is not involved in the management of the relevant partnership;

(C)“Associated Person” shall mean with respect to any subject stockholder or other person (including any proposed nominee) (1) any person directly or indirectly controlling, controlled by or under common control with such stockholder or other person, (2) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or other person, (3) any associate of such stockholder or other person, and (4) any person directly or indirectly controlling, controlled by or under common control or Acting in Concert with any such Associated Person;

(D)“Compensation Arrangement” shall mean any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

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(E)“Competitor” shall mean any entity that provides products or services that compete with or are alternatives to the principal products produced or services provided by the Corporation or its affiliates;

(F)“Proposing Person” shall mean (1) the Record Stockholder providing the notice of business proposed to be brought before an annual meeting or nomination of persons for election to the Board at a stockholder meeting, (2) the beneficial owner or beneficial owners, if different, on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made, and (3) any Associated Person on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made;

(G)“Public Announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; and

(H)to be considered a “Qualified Representative” of a stockholder, a person must be a duly authorized officer, manager, trustee or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as a proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction thereof, at the meeting. The Corporate Secretary of the Corporation, or any other person who shall be appointed to serve as secretary of the meeting, may require, on behalf of the Corporation, reasonable and appropriate documentation to verify the status of a person purporting to be a “Qualified Representative” for purposes hereof.

Section 1.13:Delivery to the Corporation. Whenever this Article I requires one or more persons (including a record or beneficial owner of capital stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), the Corporation shall not be required to accept delivery of such document or information unless the document or information is in writing (and not in an electronic transmission) and delivered by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested.

ARTICLE II: BOARD OF DIRECTORS

Section 2.1:Number; Qualifications. The total number of directors constituting the Whole Board shall be fixed from time to time in the manner set forth in the Certificate of Incorporation and the term “Whole Board” shall have the meaning specified in the Certificate of Incorporation. No decrease in the authorized number of directors constituting the Whole Board

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shall shorten the term of any incumbent director. Directors need not be stockholders of the Corporation.

Section 2.2:Election; Resignation; Removal; Vacancies. Election of directors need not be by written ballot. Each director shall hold office until the annual meeting at which such director’s term expires and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the Chairperson of the Board, the Chief Executive Officer, or the Corporate Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at a later time or upon the happening of an event. Subject to the special rights of holders of any series of the Corporation’s Preferred Stock to elect directors, directors may be removed only as provided by the Certificate of Incorporation and applicable law. All vacancies occurring in the Board and any newly created directorships resulting from any increase in the authorized number of directors shall be filled in the manner set forth in the Certificate of Incorporation.

Section 2.3:Regular Meetings. Regular meetings of the Board may be held at such places, within or without the State of Delaware, and at such times as the Board may from time to time determine. Notice of regular meetings need not be given if the date, times and places thereof are fixed by resolution of the Board.

Section 2.4:Special Meetings. Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive Officer, the Lead Independent Director or a majority of the members of the Board then in office and may be held at any time, date or place, within or without the State of Delaware, as the person or persons calling the meeting shall fix. Notice of the time, date and place of such meeting shall be given, orally, in writing or by electronic transmission (including electronic mail), by or at the direction of the person or persons calling the meeting to all directors at least four (4) days before the meeting if the notice is mailed, or at least twenty-four (24) hours before the meeting if such notice is given by telephone, hand delivery or any means of electronic transmission, including electronic mail; provided, however, that if, under the circumstances, the Chairperson of the Board, the Lead Independent Director or the Chief Executive Officer calling a special meeting deems that more immediate action is necessary or appropriate, notice may be delivered on the day of such special meeting. Unless otherwise indicated in the notice, any and all business may be transacted at a special meeting.

Section 2.5:Remote Meetings Permitted. Members of the Board, or any committee of the Board, may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to conference telephone or other communications equipment shall constitute presence in person at such meeting.

Section 2.6:Quorum; Vote Required for Action. At all meetings of the Board, a majority of the Whole Board shall constitute a quorum for the transaction of business. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to

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another place, date or time. Except as otherwise provided herein or in the Certificate of Incorporation, or required by law, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 2.7:Organization. Meetings of the Board shall be presided over by (a) the Chairperson of the Board, or (b) in the absence of such person, the Lead Independent Director, or (c) in such person’s absence, by the Chief Executive Officer of the Corporation, or (d) in such person’s absence, by a chairperson chosen by the Board at the meeting. The Corporate Secretary of the Corporation shall act as secretary of the meeting, but in such person’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8:Unanimous Action by Directors in Lieu of a Meeting. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consents shall be filed with the minutes of proceedings of the Board or committee, as applicable. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 2.9:Powers. Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

Section 2.10:Compensation of Directors. Members of the Board, as such, may receive, pursuant to a resolution of the Board, fees and other compensation for their services as directors, including without limitation their services as members of committees of the Board.

Section 2.11:Confidentiality. Each director shall maintain the confidentiality of, and shall not share with any third-party person or entity (including third parties that originally sponsored, nominated or designated such director (the “Sponsoring Party”)), any nonpublic information learned in their capacities as directors, including communications among Board members in their capacities as directors. The Board may adopt a board confidentiality policy further implementing and interpreting this bylaw (a “Board Confidentiality Policy”). All directors are required to comply with this bylaw and any Board Confidentiality Policy unless such director or the Sponsoring Party for such director has entered into a specific written agreement with the Corporation, in either case as approved by the Board, providing otherwise with respect to such confidential information.

Section 2.12:Emergency Bylaws. This Section 2.12 shall be operative during any emergency condition as contemplated by Section 110 of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in these Bylaws, the Certificate of Incorporation or the DGCL. In the event of any Emergency, or other similar emergency condition, the director or directors in attendance at a meeting of the Board or a standing committee thereof shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board as they shall deem necessary and appropriate.

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Except as the Board may otherwise determine, during any Emergency, the Corporation and its directors and officers may exercise any authority and take any action or measure contemplated by Section 110 of the DGCL.

ARTICLE III: COMMITTEES

Section 3.1:Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting of such committee who are not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent provided in a resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving, adopting, or recommending to the stockholders any action or matter (other than the election or removal of members of the Board) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any bylaw of the Corporation.

Section 3.2:Committee Rules. Each committee shall keep records of its proceedings and make such reports as the Board may from time to time request. Unless the Board otherwise provides, each committee designated by the Board may make, alter and repeal rules for the conduct of its business. In the absence of such rules, each committee shall conduct its business in the same manner as the Board conducts its business pursuant to Article II of these Bylaws. Except as otherwise provided in the Certificate of Incorporation, these Bylaws or the resolution of the Board designating the committee, any committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to any such subcommittee any or all of the powers and authority of the committee.

ARTICLE IV: OFFICERS, CHAIRPERSON, LEAD INDEPENDENT DIRECTOR

Section 4.1:Generally. The officers of the Corporation shall consist of a Chief Executive Officer (who may be the Chairperson of the Board or the President), a President, a Corporate Secretary and a Treasurer and may consist of such other officers, including, without limitation, a Chief Financial Officer, and one or more Vice Presidents, as may from time to time be appointed by the Board. All officers shall be elected by the Board; provided, however, that the Board may empower the Chief Executive Officer of the Corporation to appoint any officer other than the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal. Any number of offices may be held by the same person. Any officer may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal office or to the

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Chairperson of the Board, the Chief Executive Officer, or the Corporate Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board and the Board may, in its discretion, leave unfilled, for such period as it may determine, any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is duly elected and qualified or until such officer’s earlier resignation, death, disqualification or removal.

Section 4.2:Chief Executive Officer. Subject to the control of the Board and such supervisory powers, if any, as may be given by the Board, the powers and duties of the Chief Executive Officer of the Corporation are:

(a)to act as the general manager and, subject to the control of the Board, to have general supervision, direction and control of the business and affairs of the Corporation;

(b)subject to Section 1.6 of these Bylaws, to preside at all meetings of the stockholders;

(c)subject to Section 1.2 of these Bylaws, to call special meetings of the stockholders to be held at such times and, subject to the limitations prescribed by law or by these Bylaws, at such places as he or she shall deem proper; and

(d)to affix the signature of the Corporation to all deeds, conveyances, mortgages, guarantees, leases, obligations, bonds, certificates and other papers and instruments in writing which have been authorized by the Board or which, in the judgment of the Chief Executive Officer, should be executed on behalf of the Corporation; to sign certificates for shares of stock of the Corporation (if any); and, subject to the direction of the Board, to have general charge of the property of the Corporation and to supervise and control all officers, agents and employees of the Corporation.

Section 4.3:Chairperson of the Board. Subject to the provisions of Section 2.7 of these Bylaws, the Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe. The Chairperson of the Board may or may not be an officer of the Corporation.

Section 4.4:Lead Independent Director. The Board may, in its discretion, elect a lead independent director from among its members that are Independent Directors (as defined below) (such director, the “Lead Independent Director”). The Lead Independent Director shall preside at all Board meetings at which the Chairperson of the Board is not present and shall exercise such other powers and duties as may from time to time be assigned to him or her by the Board or as prescribed by these Bylaws. For purposes of these Bylaws, “Independent Director” has the meaning ascribed to such term under the rules of the exchange upon which the Corporation’s Common Stock is primarily traded.

Section 4.5:President. The person holding the office of Chief Executive Officer shall be the President of the Corporation unless the Board shall have designated one individual as the

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President and a different individual as the Chief Executive Officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board, and subject to the supervisory powers of the Chief Executive Officer (if the Chief Executive Officer is an officer other than the President), and subject to such supervisory powers and authority as may be given by the Board to the Chairperson of the Board, and/or to any other officer, the President shall have the responsibility for the general management and control of the business and affairs of the Corporation and the general supervision and direction of all of the officers, employees and agents of the Corporation (other than the Chief Executive Officer, if the Chief Executive Officer is an officer other than the President) and shall perform all duties and have all powers that are commonly incident to the office of President or that are delegated to the President by the Board.

Section 4.6:Chief Financial Officer. The person holding the office of Chief Financial Officer shall be the Treasurer of the Corporation unless the Board shall have designated another officer as the Treasurer of the Corporation. Subject to the direction of the Board and the Chief Executive Officer, the Chief Financial Officer shall perform all duties and have all powers that are commonly incident to the office of Chief Financial Officer, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.7:Treasurer. The person holding the office of Treasurer shall have custody of all monies and securities of the Corporation. The Treasurer shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions. The Treasurer shall also perform such other duties and have such other powers as are commonly incident to the office of Treasurer, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.8:Vice President. Each Vice President shall have all such powers and duties as are commonly incident to the office of Vice President or that are delegated to him or her by the Board or the Chief Executive Officer. A Vice President may be designated by the Board to perform the duties and exercise the powers of the Chief Executive Officer or President in the event of the Chief Executive Officer’s or President’s absence or disability.

Section 4.9:Corporate Secretary. The Corporate Secretary shall issue or cause to be issued all authorized notices for, and shall keep, or cause to be kept, minutes of all meetings of the stockholders and the Board. The Corporate Secretary shall have charge of the corporate minute books and similar records and shall perform such other duties and have such other powers as are commonly incident to the office of Corporate Secretary, or as the Board or the Chief Executive Officer may from time to time prescribe.

Section 4.10:Delegation of Authority. Notwithstanding any provision hereof, the Board may from time to time delegate the powers or duties of any officer of the Corporation to any other officers or agents of the Corporation.

Section 4.11:Removal. Any officer of the Corporation shall serve at the pleasure of the Board and may be removed at any time, with or without cause, by the Board; provided that if the Board has empowered the Chief Executive Officer to appoint any officer of the Corporation, then

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such officer may also be removed by the Chief Executive Officer. Such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation.

ARTICLE V: STOCK

Section 5.1:Certificates; Uncertificated Shares. The shares of capital stock of the Corporation shall be uncertificated shares; provided, however, that the resolution of the Board that the shares of capital stock of the Corporation shall be uncertificated shares shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the foregoing, the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated shares. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation, by any two authorized officers of the Corporation (it being understood that each of the Chairperson of the Board, the Vice-Chairperson of the Board, the Chief Executive Officer, the President, any Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary and any Assistant Secretary shall be an authorized officer for such purpose), representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Section 5.2:Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated Shares. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it, against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

Section 5.3:Other Regulations. Subject to applicable law, the Certificate of Incorporation and these Bylaws, the issue, transfer, conversion and registration of shares represented by certificates and of uncertificated shares shall be governed by such other regulations as the Board may establish.

ARTICLE VI: INDEMNIFICATION

Section 6.1:Indemnification of Officers and Directors. Each person who was or is made a party to, or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, legislative, investigative, preliminary, informal or formal, or any other type whatsoever, including any arbitration or other alternative dispute resolution (including giving testimony or responding to a subpoena) and including any appeal of any of the foregoing (a “Proceeding”), by reason of the

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fact that such person (or a person of whom such person is the legal representative), is or was a member of the Board or is or was an officer of the Corporation designated by the Board to be entitled to the indemnification and advancement rights set forth in this Article VI or, while serving in such capacity, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise or non-profit entity, including service with respect to employee benefit plans (for purposes of this Article VI, an “Indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expenses, costs, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith, provided such Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. Such indemnification shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such Indemnitees’ heirs, executors and administrators. Notwithstanding the foregoing, subject to Section 6.5 of this Article VI, the Corporation shall indemnify any such Indemnitee seeking indemnity in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board or such indemnification is authorized by an agreement approved by the Board.

Section 6.2:Advance of Expenses. Except as otherwise provided in a written indemnification agreement between the Corporation and an Indemnitee, the Corporation shall pay all reasonable expenses (including attorneys’ fees) incurred by an Indemnitee in defending any Proceeding as they are incurred or otherwise in advance of its final disposition; provided, however, that if the DGCL then so requires, the advancement of such expenses (i.e., payment of such expenses as incurred or otherwise in advance of the final disposition of the Proceeding) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay such amounts if it shall ultimately be determined by a court of competent jurisdiction in a final judgment not subject to appeal that such Indemnitee is not entitled to be indemnified under this Article VI or otherwise. Any advances of expenses or undertakings to repay pursuant to this Section 6.2 shall be unsecured, interest free and without regard to an Indemnitee’s ability to pay such advanced amounts.

Section 6.3:Non-Exclusivity of Rights. The rights conferred on any person in this Article VI shall not be exclusive of any other right that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote or consent of stockholders or disinterested directors, or otherwise. Additionally, nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

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Section 6.4:Indemnification Contracts. The Board is, or as otherwise delegated by the Board to the officers of the Corporation, the officers are, authorized to cause the Corporation to enter into indemnification contracts with any member of the Board, officer, employee or agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust or other enterprise or non-profit entity, including employee benefit plans, providing indemnification or advancement rights to such person. Such rights may be greater than those provided in this Article VI.

Section 6.5:Right of Indemnitee to Bring Suit. The following shall apply to the extent not in conflict with any indemnification contract provided for in Section 6.4 of this Article VI.

6.5.1Right to Bring Suit. If a claim under Section 6.1 or 6.2 of this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, an Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If the Indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee also shall be entitled to be paid, to the fullest extent permitted by law, the expense of prosecuting or defending such suit. In any suit brought by an Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by an Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in applicable law. In any suit brought by the Corporation to recover the advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Indemnitee has not met any applicable standard for indemnification set forth in applicable law.

6.5.2Effect of Determination. Neither the absence of a determination by or on behalf of the Corporation prior to the commencement of such suit that indemnification of an Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in applicable law, nor an actual determination by or on behalf of the Corporation that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.

6.5.3Burden of Proof. In any suit brought by an Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VI, or otherwise, shall be on the Corporation.

Section 6.6:Successful Defense. To the extent that an Indemnitee has been successful on the merits or otherwise in defense of any Proceeding (or in defense of any claim, issue or matter therein), such Indemnitee shall be indemnified under this Section 6.6 against expenses

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(including attorneys’ fees) actually and reasonably incurred in connection with such defense. Indemnification under this Section 6.6 shall not be subject to satisfaction of a standard of conduct, and the Corporation may not assert the failure to satisfy a standard of conduct as a basis to deny indemnification or recover amounts advanced, including in a suit brought pursuant to Section 6.5 of this Article VI (notwithstanding anything to the contrary therein); provided, however, that, any Indemnitee who is not a current or former member of the Board or officer (as such term is defined in the final sentence of Section 145(c)(1) of the DGCL) shall be entitled to indemnification under Section 6.1 of this Article VI and this Section 6.6 only if such Indemnitee has satisfied the standard of conduct required for indemnification under Section 145(a) or Section 145(b) of the DGCL.

Section 6.7:Nature of Rights. The rights conferred upon Indemnitees in this Article VI shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a member of the Board, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

Section 6.8:Amendment or Repeal. Any amendment, repeal or modification of any provision of this Article VI that adversely affects any right of an Indemnitee or an Indemnitee’s successors shall be prospective only, and shall not adversely affect any right or protection conferred on a person pursuant to this Article VI with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, repeal or modification.

Section 6.9:Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any member of the Board, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise or non-profit entity against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE VII: NOTICES

Section 7.1:Notice.

7.1.1Form and Delivery. Except as otherwise required by applicable law, notice may be given in writing directed to a stockholder’s mailing address as it appears on the records of the Corporation and shall be deemed given: (i) if mailed, when notice is deposited in the U.S. mail, postage prepaid; and (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address. So long as the Corporation is subject to the Securities and Exchange Commission’s proxy rules set forth in Regulation 14A under the Exchange Act, notice shall be given in the manner required by such rules. To the extent permitted by such rules, or if the Corporation is not subject to Regulation 14A, notice may be given by electronic transmission directed to the stockholder’s electronic mail address, and if so given, shall be deemed given when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the DGCL. If notice is given by electronic mail, such notice shall comply with the applicable provisions of Sections 232(a) and

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232(d) of the DGCL. Notice may be given by other forms of electronic transmission with the consent of a stockholder in the manner permitted by Section 232(b) of the DGCL and shall be deemed given as provided therein.

7.1.2Affidavit of Giving Notice. An affidavit of the Corporate Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given in writing or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 7.2:Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these Bylaws, a written waiver of notice, signed by the person entitled to notice, or waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any waiver of notice.

ARTICLE VIII: INTERESTED DIRECTORS

Section 8.1:Interested Directors. No contract or transaction between the Corporation and one or more of its members of the Board or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are members of the board of directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (a) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to his, her or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the stockholders.

Section 8.2:Quorum. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes a contract or transaction described in Section 8.1 of this Article VIII.

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ARTICLE IX: MISCELLANEOUS

Section 9.1:Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board.

Section 9.2:Seal. The Board may provide for a corporate seal, which may have the name of the Corporation inscribed thereon and shall otherwise be in such form as may be approved from time to time by the Board.

Section 9.3:Form of Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on or by means of, or be in the form of, any other information storage device, method or one or more electronic networks or databases (including one or more distributed electronic networks or databases), electronic or otherwise, provided that the records so kept can be converted into clearly legible paper form within a reasonable time and otherwise comply with the DGCL. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect such records pursuant to any provision of the DGCL.

Section 9.4:Reliance Upon Books and Records. A member of the Board, or a member of any committee designated by the Board shall, in the performance of such person’s duties, be fully protected in relying in good faith upon the books and records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 9.5:Certificate of Incorporation Governs. In the event of any conflict between the provisions of the Certificate of Incorporation and these Bylaws, the provisions of the Certificate of Incorporation shall govern.

Section 9.6:Severability. If any provision of these Bylaws shall be held to be invalid, illegal, unenforceable or in conflict with the provisions of the Certificate of Incorporation, then such provision shall nonetheless be enforced to the maximum extent possible consistent with such holding and the remaining provisions of these Bylaws (including without limitation, all portions of any section of these Bylaws containing any such provision held to be invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation, that are not themselves invalid, illegal, unenforceable or in conflict with the Certificate of Incorporation) shall remain in full force and effect.

Section 9.7:Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used (unless otherwise specified herein), the day of the doing of the act shall be excluded, and the day of the event shall be included.

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ARTICLE X: AMENDMENT

Notwithstanding any other provision of these Bylaws, any alteration, amendment or repeal of these Bylaws, and any adoption of new Bylaws, shall require the approval of the Board or the stockholders of the Corporation as expressly provided in the Certificate of Incorporation.

________________________

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CERTIFICATION OF RESTATED BYLAWS

USERTESTING, INC.

(a Delaware corporation)

I, Ambyr O’Donnell, certify that I am Corporate Secretary of UserTesting, Inc., a Delaware corporation (the “Corporation”), that I am duly authorized to make and deliver this certification, that the attached Bylaws are a true and complete copy of the Restated Bylaws of the Corporation in effect as of the date of this certification.

Dated: , 2021



Ambyr O’Donnell
Vice President, General Counsel and Corporate Secretary

Exhibit 4.2

USER TESTING, INC.

AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

Dated as of February 20, 2020

Table of Contents


		Page
1.	Registration Rights.	2
	1.1 Definitions.	2
	1.2 Request for Registration.	3
	1.3 Company Registration.	5
	1.4 Form S-3 Registration.	5
	1.5 Obligations of the Company.	6
	1.6 Information from Holder.	9
	1.7 Expenses of Registration.	10
	1.8 Delay of Registration.	10
	1.9 Indemnification.	10
	1.10 Reports Under Securities Exchange Act of 1934.	13
	1.11 Assignment of Registration Rights.	13
	1.12 Limitations on Subsequent Registration Rights.	14
	1.13 “Market Stand-Off’ Agreement.	14
	1.14 Termination of Registration Rights.	15

2.	Covenants of the Company.	15
	2.1 Delivery of Financial Statements.	15
	2.2 Inspection.	16
	2.3 Right of First Offer.	16
	2.4 Proprietary Information and Inventions Agreements.	18
	2.5 Board of Directors.	18
	2.6 Successor Indemnification.	18
	2.7 Notice of Litigation.	18
	2.8 Common Stock Vesting.	18
	2.9 Board Observer Rights.	19
	2.10 Termination of Certain Covenants.	21

3.	Miscellaneous.	21
	3.1 Confidentiality	21
	3.2 Successors and Assigns	22
	3.3 Transfer of Rights Among Affiliates	22
	3.4 Affiliates	22
	3.5 Additional Closings	22
	3.6 Governing Law; Venue.	22
	3.7 Counterparts.	23
	3.8 Titles and Subtitles.	23
	3.9 Notices.	23
	3.10 Expenses.	23
	3.11 Amendments and Waivers.	23
	3.12 Severability.	24
	3.13 Aggregation of Stock.	24
	3.14 Entire Agreement.	24


SCHEDULE A			SCHEDULE OF SEED SERIES INVESTORS
SCHEDULE B			SCHEDULE OF SERIES A INVESTORS
SCHEDULE C			SCHEDULE OF SERIES A-1 INVESTORS
SCHEDULE D			SCHEDULE OF SERIES B INVESTORS
SCHEDULE E			SCHEDULE OF SERIES C INVESTORS
SCHEDULE F			SCHEDULE OF SERIES D INVESTORS
SCHEDULE G			SCHEDULE OF SERIES E INVESTORS
SCHEDULE H			SCHEDULE OF SERIES F INVESTORS
SCHEDULE I			SCHEDULE OF FOUNDERS SHARES

USER TESTING, INC.

AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of February 20, 2020, by and among USER TESTING, INC., a California corporation (the “Company”), Darrell Benatar and David Garr (the “Founders”), holders of the Seed Series Preferred Stock (the “Seed Series Preferred Stock”) listed on Schedule A hereto (the “Seed Series Investors”), the holders of the Series A Preferred Stock (the “Series A Preferred Stock”) listed on Schedule B hereto (the “Series A Investors”), the holders of the Series A-1 Preferred Stock (the “Series A-1 Preferred Stock”) listed on Schedule C hereto (the “Series A-1 Investors”), the holders of Series B Preferred Stock (the “Series B Preferred Stock”) listed on Schedule D hereto (the “Series B Investors”), the holders of the Series C Preferred Stock (the “Series C Preferred Stock”) listed on Schedule E hereto (the “Series C Investors”), the holders of Series D Preferred Stock (the “Series D Preferred Stock”) listed on Schedule F hereto (the “Series D Investors”), the holders of Series E Preferred Stock (the “Series E Preferred Stock”) listed on Schedule G hereto (the “Series E Investors”) and the holders of Series F Preferred Stock (the “Series F Preferred Stock” and, together with the Seed Series Preferred Stock, the Series A Preferred Stock, the Series A-1 Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock, the “Preferred Stock”) listed on Schedule H hereto (the “Series F Investors” and, together with the Seed Series Investors, Series A Investors, Series A-1 Investors, Series B Investors, Series C Investors, Series D Investors and Series E Investors, each, an “Investor” and, collectively, the “Investors”).

RECITALS

A. The Company, the Founders, the Seed Series Investors, the Series A Investors, the Series A-1 Investors, the Series B Investors, the Series C Investors, the Series D Investors and the Series E Investors are parties to that certain Amended and Restated Investors’ Rights Agreement dated as of February 28, 2019 (the “Prior Agreement”).

B. In connection with that certain Series F Preferred Stock Purchase Agreement dated as of the date hereof, as the same may be amended from time to time (the “Purchase Agreement”), the Company will sell and issue shares of Series F Preferred Stock to certain of the Investors.

C. The execution of this Agreement on or by the Initial Closing (as defined in the Purchase Agreement) is a condition of the parties’ obligations under the Purchase Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants set forth herein, the parties hereto agree that the Prior Agreement is hereby amended and restated in its entirety to read in full as follows:

1. Registration Rights.

The Company covenants and agrees as follows:

1.1 Definitions.

For purposes of this Section 1:

(a) The term “Act” means the Securities Act of 1933, as amended.

(b) The term “Form” means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(c) The term “Founders Shares” means the 9,514,532 shares of Common Stock of the Company (the “Common Stock”) (subject to appropriate adjustment for stock splits, stock dividends, combinations and other recapitalizations (collectively, “Recapitalizations”)) issued to the Founders in the amounts set forth on Schedule I hereto.

(d) The term “Holder” means any person owning or having the right to acquire Registrable Securities (as defined below) or any assignee thereof in accordance with Section 1.11 hereof; provided, however, that the Founders shall not be deemed “Holders” for purposes of Sections 1.2, 1.4, 1.7, 1.12 and 3.10.

(e) The term “Initial Public Offering” means the first underwritten public offering of securities of the Company pursuant to an effective registration statement under the Act (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or an SEC Rule 145 transaction).

(f) The term “1934 Act” means the Securities Exchange Act of 1934, as amended.

(g) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

(h) The term “Registrable Securities” means (i) the Common Stock issuable or issued upon conversion of the Company’s Preferred Stock, (ii) the Founders Shares; provided, however, that such Founders Shares shall not be deemed Registrable Securities and the holders thereof shall not be deemed Holders for the purposes of Sections 1.2, 1.4, 1.7, 1.12 and 3.10, (iii) any Common Stock held by holders of Preferred Stock, (iv) 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) or (ii) above, excluding in all cases, however, any Registrable Securities sold by

a person (x) in a transaction in which his, her or its rights under this Agreement are not assigned, (y) pursuant to a registration statement under the Act that has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement, or (z) in a transaction in which such Registrable Securities are sold pursuant to Rule 144 (or any similar provision then in force) under the Act.

(i) The number of shares of “Registrable Securities then outstanding” shall be equal to the aggregate of the number of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable or convertible securities that are, Registrable Securities.

(j) The term “SEC” shall mean the Securities and Exchange Commission.

(k) The term “Qualified Public Offering” shall be as defined in the Company’s Amended and Restated Articles of Incorporation (the “Articles”).

1.2 Request for Registration.

(a) Subject to the conditions of this Section 1.2, if the Company shall receive at any time after the earlier of (i) January 1, 2020 or (ii) six (6) months after the effective date of the Initial Public Offering, a written request from the Holders of at least a majority of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Act covering the registration of (i) at least thirty percent (30%) of the then outstanding Registrable Securities, or (ii) a lesser percent of the Registrable Securities if the anticipated aggregate offering price, net of underwriting discount and commissions, would exceed $20,000,000, then the Company shall, within twenty (20) days of the receipt thereof; give written notice of such request to all Holders, and subject to the limitations of this Section 1.2, use best efforts to effect, as soon as practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by at least a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and

the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis (as nearly as practicable) based on the number of Registrable Securities held by all such Holders (including the Initiating Holders), provided that no Registrable Securities shall be excluded unless and until all other securities of the Company have been excluded; and provided further that at least twenty percent (20%) of the Registrable Securities requested to be included in such underwriting are in fact so included, except in the case of the Company’s Initial Public Offering (in which case there shall be no requirement to include any of the Registrable Securities subject to the other caveats provided in this section). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(i) after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations have been declared or ordered effective;

(ii) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration subject to Section 1.3, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(iii) if the Initiating Holders propose to dispose of Registrable Securities that may be registered on Form S-3 pursuant to Section 1.4; or

(iv) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.

(d) Deferral of Registration. Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 1.2, a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be materially detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for a period of not more than 180 days following receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further, that the Company shall not register any securities for the account of itself or any other shareholder during such 180 day period (other than an Excluded Registration (as defined below)).

1.3 Company Registration.

(a) If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration relating to a corporate reorganization or other transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered (each case, an “Excluded Registration”)), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company, the Company shall, subject to the provisions of Section 1.5(e), use its best efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered.

(b) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof.

1.4 Form S-3 Registration.

In case the Company shall receive from any Holders holding at least twenty-five percent (25%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) use best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:

(i) if Form S-3 is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $2,000,000;

(iii) if the Company furnishes to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that, in the good-faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than 180 days after receipt of the request of the Initiating Holders under this Section 1.4; provided, however, that the Company shall not invoke this right more than once in any twelve (12) month period; provided further, that the Company shall not register any securities for the account of itself or any other shareholder during such 180 day period (other than an Excluded Registration);

(iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two registrations on Form S-3 for the Holders pursuant to this Section 1.4; or

(v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance, unless the Company is already subject to service in such jurisdiction and except as may be required under the Act.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2 or Section 1.3.

1.5 Obligations of the Company.

Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use best efforts to cause such registration statement to become effective, and, upon the request of the Holders of at least a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such registration at the request of an underwriter of Common Stock (or other securities) of the Company; and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, such one hundred twenty (120) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor

rule under the Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment which (I) includes any prospectus required by Section 10(a)(3) of the Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the 1934 Act in the registration statement;

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement;

(c) furnish to each Holder (i) a draft copy of the registration statement, and (ii) such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as it may reasonably request in order to facilitate the disposition of Registrable Securities owned by it;

(d) use best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required to include any of the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters mutually acceptable to the Company and the Holders and enter into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then subject to Section 1.2, the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders, according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders, except that no Registrable Securities of Holders other

than the Founders shall be excluded until all Founders Shares and Common Stock held by directors, officers and employees of the Company have been excluded), but in no event shall the amount of securities of the selling Holders (other than the Founders) included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the Initial Public Offering of the Company’s securities, in which case the selling shareholders may be excluded if the underwriters make the determination described above and no other shareholder’s securities are included. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder that is a Holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholder,” and any pro rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of Registrable Securities owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence;

(f) notify each Holder of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Act, of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. At the request of any such Holder, the Company will, as soon as reasonably practicable, file and furnish to all such Holders a supplement or amendment to such prospectus (to the extent prepared by or on behalf of the Company) so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(g) cause all such Registrable Securities registered pursuant to this Section 1 to be listed on each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed; provided that in the case of a registration effected pursuant to Section 1.2, which registration constitutes the Initial Public Offering, the Registrable Securities shall be listed on a national securities exchange or the NASDAQ Global Select Market system;

(h) provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

(i) use its best commercially reasonable efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration

statement with respect to such securities becomes effective, (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 and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters and to the Holders requesting registration of Registrable Securities, 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 and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters and to the Holders requesting registration of Registrable Securities;

(j) promptly make available for inspection by the selling Holders, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(k) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(l) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

1.6 Information from Holder.

(a) It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable Securities.

(b) The Company shall have no obligation with respect to any registration requested pursuant to Section 1.2 if, due to the operation of Section 1.6(a), the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 1.2(a).

1.7 Expenses of Registration.

All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, including, without limitation, all registration, filing and qualification fees (including “blue sky” fees), printers’ and accounting fees, fees and disbursements of counsel for the Company (including fees and disbursements of counsel for the Company in its capacity as counsel to the selling Holders hereunder) shall be borne by the Company; and if Company counsel does not make itself available for this purpose, the Company will pay the reasonable fees and disbursements of one counsel for the selling Holders; provided, however, notwithstanding the foregoing, the Company shall have no obligation under the foregoing clause with respect to more than two registrations initiated under Section 1.2 hereof or one registration initiated under Section 1.4 hereof. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of at least a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be registered in the withdrawn registration), provided, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section 1.2 or Section 1.4.

1.8 Delay of Registration.

No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.9 Indemnification.

In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers, directors and shareholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter, within the meaning of the Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary

prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws; and the Company will reimburse each such Holder, partner, member officer, director, shareholder, counsel, accountant, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 1.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, action or proceeding to the extent that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with information furnished expressly for use in connection with such registration by any such Holder, partner, member, officer, director, shareholder, counsel, accountant, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder, on a several and not joint basis, will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other shareholder selling securities in such registration statement and any controlling person of any such underwriter or other shareholder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation (but excluding clause (iii) of the definition thereof) in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 1.9(b) for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability, action or proceeding; provided, however, that the indemnity agreement contained in this Section 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, action or proceeding if such settlement is effected without the consent of the Holder, provided that in no event shall any indemnity under this Section 1.9(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.9 of actual knowledge of the commencement of any action or proceeding (including any governmental action or proceeding) for which a party may be entitled to indemnification, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the

indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action or proceeding, if prejudicial to its ability to defend such action or proceeding, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.9 to the extent of such prejudice, but the omission to so deliver written notice to the indemnifying party will not relieve such indemnifying party of any liability that it may have to any indemnified party otherwise than under this Section 1.9.

(d) If the indemnification provided for in this Section 1.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder; shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of and the relative benefits received by the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations, provided that no person guilty of fraud shall be entitled to contribution. 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 relative benefits received by the indemnifying party and the indemnified party shall be determined by reference to the net proceeds and underwriting discounts and commissions from the offering received by each such party. In no event shall any contribution under this Section 1.9(d) exceed the net proceeds from the offering received by such Holder, less any amounts paid under Section 1.9(b). No individual or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any individual 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.

(f) The obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1, and otherwise.

1.10 Reports Under Securities Exchange Act of 1934.

With a view to making available to the Holders the benefits of Rule 144 under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 of the Act, at all times after the effective date of the Initial Public Offering;

(b) take such action, including the voluntary registration of its Common Stock under Section 12 of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 of the Act (at any time after ninety (90) days after the effective date of the Initial Public Offering), the Act and the 1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

1.11 Assignment of Registration Rights.

The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee, member, retired member or assignee of such securities that (i) is a subsidiary, affiliate, parent, partner, limited partner, retired partner or shareholder of a Holder, (ii) is a Holder’s immediate family member (spouse or child) or trust for the benefit of an individual Holder, (iii) after such assignment or transfer, holds at least ten percent (10%) of the shares of Registrable Securities (subject to appropriate adjustment for Recapitalizations) or (iv) with the prior written consent of the Company, after such assignment or transfer, holds at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for Recapitalizations), provided: (a) in the case of (i), (ii) and (iii), the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing, a copy of which writing is provided to the Company at the time of transfer, to

be bound by and subject to the terms and conditions of this Agreement, including without limitation the provisions of Section 1.13; and (c) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership who are partners or retired partners of such partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving, notices or taking any action under this Section 1.

1.12 Limitations on Subsequent Registration Rights.

From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of at least a majority of the outstanding Registrable Securities then held by all Holders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to make a demand registration of their securities which could result in such registration statement being declared effective prior to either of the dates set forth in Section 1.2(a) or within 120 days of the effective date of any registration statement effected pursuant to Section 1.2.

1.13 “Market Stand-Off’ Agreement.

Each Holder hereby agrees that it will not, directly or indirectly, without the prior written consent of the Company and the managing underwriter, during the period commencing on the date of the final prospectus relating to the Initial Public Offering and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately before the effective date of the Initial Public Offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 1.13 shall not apply to the sale of any

shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the Holders if all officers and directors and greater than three percent (3%) shareholders of the Company enter into similar agreements. The underwriters in connection with the Initial Public Offering are intended third party beneficiaries of this Section 1.13 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto; further, each Holder hereby agrees to enter into written agreements with such underwriters containing terms substantially equivalent to the terms of this Section 1.13, and each Holder hereby agrees that such underwriters shall be entitled to require each such Holder to enter into such a written agreement. Notwithstanding the foregoing, nothing in this Section 1.13 shall prevent a Holder from making a transfer of any Common Stock that was listed on a national stock exchange, actively traded over-the-counter or traded on the NASDAQ Global Select Market at the time it was acquired by the Holder or was acquired by such Holder pursuant to Rule 144A of the Act, including any shares acquired in the Initial Public Offering.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

1.14 Termination of Registration Rights.

No Holder shall be entitled to exercise any right provided for in this Section 1 (a) after five (5) years following the consummation of a Qualified Public Offering or (b) as to any Holder, such earlier time at which such Holder holds less than one percent (1%) of the outstanding capital stock of the Company and all Registrable Securities held by such Holder (and any affiliate of the Holder with whom such Holder must aggregate its sales under Rule 144 of the Act) can be sold in any ninety (90) day period without registration in compliance with Rule 144 of the Act.

2. Covenants of the Company.

2.1 Delivery of Financial Statements.

The Company shall deliver to each Investor holding at least five percent (5%) (appropriately adjusted for any Recapitalizations) of the outstanding Preferred Stock (each, a “Major Investor”):

(a) as soon as practicable, but in any event within one hundred eighty (180) days after the end of each fiscal year of the Company, (i) an audited income statement for such fiscal year, a balance sheet of the Company and statement of shareholder’s equity as of the end of such year, and a statement of cash flows for such year, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and audited and certified by independent public accountants of nationally recognized standing selected by the Company and (ii) a capitalization table showing securities outstanding at the end of such year,

(b) as soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarter of the Company, an unaudited income statement for such fiscal

quarter, a balance sheet of the Company and statement of shareholder’s equity as of the end of such quarter, and a statement of cash flows for such quarter, all prepared in accordance with GAAP (except that such financial statements may (A) be subject to normal year-end audit adjustments and (B) not contain all notes thereto that may be required in accordance with GAAP), and

(c) as soon as practicable, but in any event at least fifteen (15) days after the end of each fiscal year, a budget and projections for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company.

2.2 Inspection.

The Company shall permit each Major Investor, at such Major Investor’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be reasonably requested by the Major Investor; provided, however, that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information that it reasonably considers to be a trade secret or similar confidential information, and provided further that the Company may require the Major Investor to execute a confidentiality and nondisclosure agreement prior to any such visit and inspection.

2.3 Right of First Offer.

Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company or any subsidiary of the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Major Investor shall include any general partners and affiliates of a Major Investor. A Major Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates in such proportions as it deems appropriate, subject to applicable securities laws.

Each time the Company or any subsidiary of the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its respective capital stock (the “Shares”), the Company shall make, or shall cause such subsidiary to make, as applicable, an offering of such Shares to each Major Investor in accordance with the following provisions:

(a) The Company shall deliver a notice in accordance with Section 3.6 (the “Notice”) to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms upon which it proposes to offer such Shares.

(b) By written notification received by the Company, within twenty (20) calendar days after receipt of the Notice, each Major Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares that equals

the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of the Preferred Stock then held, by such Major Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all outstanding convertible and exercisable securities). The Company shall promptly, in writing, inform each Major Investor which purchases all the shares available to it (“Fully-Exercising Major Investor”) of any other Major Investor’s failure to do likewise. During the ten (10) calendar day period commencing after receipt of such information, each Fully-Exercising Major Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were not subscribed for by the Major Investors, which is equal to the proportion that the number of shares of Common Stock issued and held, or issuable upon conversion of Preferred Stock then held, by such Fully-Exercising Major Investor bears to the total number of shares of Common Stock issued and held, or issuable upon conversion of Preferred Stock then held, by all Fully-Exercising Major Investors who wish to purchase some of the unsubscribed shares.

(c) If all Shares that Major Investors are entitled to obtain pursuant to Section 2.3(b) are not elected to be obtained as provided in Section 2.3(b) hereof, the Company may, during the thirty (30) day period following the expiration of the period provided in Section 2.3(b) hereof, offer the remaining unsubscribed portion of such Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.

(d) The right of first offer in this Section 2.3 shall not be applicable to (i) shares of Series F Preferred Stock sold pursuant to the Purchase Agreement, (ii) Common Stock excluded from the definition of “Additional Stock” pursuant to Section B.4(d)(ii) of the Articles, provided, however, the securities excluded from the definition of “Additional Stock” in the Articles shall also apply to the Company’s subsidiaries for purposes of this Agreement and (iii) equity securities of a direct or indirect wholly-owned subsidiary of the Company that are issued to the Company (provided that whether a subsidiary is wholly owned by the Company will be determined without taking into account de minimis amounts of equity securities held by third parties in order to satisfy any applicable resident-shareholder, director-shareholder or similar legal requirements). In addition to the foregoing, the right of first offer in this Section 2.3 shall not be applicable with respect to any Major Investor and any subsequent securities issuance, if (i) at the time of such subsequent securities issuance, the Major Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Act, and (ii) such subsequent securities issuance is otherwise being offered only to accredited investors.

(e) The right of first offer set forth in this Section 2.3 may not be assigned or transferred to a direct competitor of the Company, as reasonably determined by the Company, provided that (i) such right is assignable by each Major Investor to any affiliate, including any wholly-owned subsidiary or parent of, or to any corporation or entity that is, within the meaning of the Act, controlling, controlled by or under common control with, any such Major Investor,

and (ii) such right is assignable to a transferee or assignee who holds after such transfer at least ten percent (10%) of the shares of Registrable Securities (subject to appropriate adjustment for any Recapitalization).

2.4 Proprietary Information and Inventions Agreements.

The Company shall require employees and consultants to execute proprietary information agreements in the form approved by the Board with provisions addressing confidentiality, corporate ownership of the inventions and non-solicitation of employees for a period of one (1) year after employment.

2.5 Board of Directors.

The Board shall meet at least quarterly, unless otherwise approved by the non-employee members of the Board.

2.6 Successor Indemnification.

If the Company or any of its successors or assignees consolidates with or merges into any other corporation or other entity and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s bylaws, as the same may be amended from time to time, the Articles, or elsewhere, as the case may be.

2.7 Notice of Litigation.

For so long as any shares of Preferred Stock remains outstanding, the Company shall provide notice to the Major Investors promptly upon the filing of any material action, suit or proceeding by or against the Company.

2.8 Common Stock Vesting.

Shares of Common Stock (or options therefor) issued to employees and service providers of the Company after the date hereof shall, unless otherwise approved by a majority of the Board, which majority shall include the Directors designated by the Investors (as set forth in the Amended and Restated Voting Agreement of even date herewith, as the same may be amended from time to time), vest as follows: no shares shall vest until the completion of the twelve (12) month anniversary of the commencement of employment or service, at which time twenty-five percent (25%) of the Common Stock (or option therefor) shall vest; and the remainder shall vest in equal monthly installments over the following thirty-six (36) months, subject to the recipient’s continued employment or service. Unless otherwise approved by the Board, with respect to any shares of Common Stock purchased by any such person, the Company shall retain a “right of first refusal” on employee transfers until an Initial Public Offering, and the Company’s repurchase option shall provide that upon such person’s termination of employment or service

with the Company, with or without cause, the Company or its assignee (to the extent permissible under applicable securities laws and other laws) shall have the option to purchase any unvested shares of stock held by such person at the lower of cost and fair market value of a share of Common Stock. In addition, the Company has not issued and shall not issue, without the prior consent of the Board, any equity securities (including but not limited to options, warrants or shares of capital stock) to any person or entity unless such person or entity shall have previously executed a market standoff agreement with the Company pursuant to which such person or entity shall have agreed to provisions no less restrictive than those set forth in Section 1.13. Existing agreements regarding vesting and acceleration with employees and service providers of the Company shall not be modified or cancelled without the approval of the Board, including all of the Directors designated by the Investors (as set forth in the Amended and Restated Voting Agreement of even date herewith, as the same may be amended from time to time).

2.9 Board Observer Rights.

(a) In the event that (i) Dave Garr is no longer a member of the Board, but continues to hold at least 1,168,929 shares of Common Stock and is an employee of the Company, and (ii) Darrell Benatar no longer holds the Board seat designated for the Company’s Chief Executive Officer and becomes the Common Designee (as defined in the Amended and Restated Voting Agreement of even date herewith, as the same may be amended from time to time), then Dave Garr shall be entitled to notice of, to attend, and to any documentation distributed to directors before, during or after, all meetings (including any action to be taken by written consent) of the Board and all committees thereof; provided, however, that the Company may withhold any information or prevent attendance at such meeting if disclosure of such information or attendance at a meeting would, in the judgment of the Company’s outside legal counsel, (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) results in the disclosure of highly confidential or proprietary information, (iii) results in a conflict of interest between Dave Gan- and the Company or (iv) cause the Board to breach its fiduciary duties. The Company will use all reasonable efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary as set forth in this Section 2.9.

(b) For so long as KW Testing, LLC (or its affiliates) (“KW”) continues to hold at least 2,717,849 shares of Series B Preferred Stock, KW shall be entitled to designate, from time to time, one (1) individual who shall be entitled to notice of, to attend, and to any documentation distributed to directors before, during or after, all meetings (including any action to be taken by written consent) of the Board and all committees thereof; provided, however, that the Company may withhold any information or prevent attendance at such meeting if disclosure of such information or attendance at a meeting would, in the judgment of the Company’s outside legal counsel, (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) results in the disclosure of highly confidential or proprietary information, (iii) results in a conflict of interest between KW and the Company or (iv) cause the Board to breach its fiduciary duties. The Company will use all reasonable efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary as set forth in this Section 2.9.

(c) For so long as Inspiration Ventures, L.P. (or its affiliates) (“Inspiration”) continues to hold at least 2,154,400 shares of Seed Series Preferred Stock, Inspiration shall be entitled to designate, from time to time, one (1) individual who shall be entitled to notice of, to attend, and to any documentation distributed to directors before, during or after, all meetings (including any action to be taken by written consent) of the Board and all committees thereof; provided, however, that the Company may withhold any information or prevent attendance at such meeting if disclosure of such information or attendance at a meeting would, in the judgment of the Company’s outside legal counsel, (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) results in the disclosure of highly confidential or proprietary information, (iii) results in a conflict of interest between Inspiration and the Company or (iv) cause the Board to breach its fiduciary duties. The Company will use all reasonable efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary as set forth in this Section 2.9.

(d) In the event Accel Partners or its affiliates (collectively, “Accel Partners”) is no longer entitled to designate a member of the Board, but still holds at least 2,500,000 shares of Preferred Stock, Accel Partners shall be entitled to any documentation distributed to directors before, during or after, all meetings (including any action to be taken by written consent) of the Board and all committees thereof; provided, however, that the Company may withhold any information if disclosure of such information would, in the judgment of the Company’s outside legal counsel, (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) results in the disclosure of highly confidential or proprietary information, (iii) results in a conflict of interest between Accel Partners and the Company or (iv) cause the Board to breach its fiduciary duties. The Company will use all reasonable efforts to ensure that any withholding of information is strictly limited only to the extent necessary as set forth in this Section 2.9.

(e) For so long as Greenspring Associates, Inc. (or its affiliates) (“Greenspring”) continues to hold at least 2,500,000 shares of Series D Preferred Stock, Greenspring shall be entitled to designate, from time to time, one (1) individual who shall be entitled to notice of, to attend, and to any documentation distributed to directors before, during or after, all meetings (including any action to be taken by written consent) of the Board and all committees thereof (the “Greenspring Observer”); provided, however, that the Company may withhold any information or prevent attendance at such meeting if disclosure of such information or attendance at a meeting would, in the judgment of the Company’s outside legal counsel, (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) results in the disclosure of highly confidential or proprietary information, (iii) results in a conflict of interest between Greenspring and the Company or (iv) cause the Board to breach its fiduciary duties. The Company will use all reasonable efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary as set forth in this Section 2.9. The Company will reimburse the Greenspring Observer for all reasonable out-of-pocket expenses incurred by the Greenspring Observer in attending meetings of the Board or any committee thereof.

(f) For so long as Insight Venture Management, LLC (or its affiliates) (“Insight”) continues to hold at least 5,608,916 shares of Series F Preferred Stock, Insight shall be entitled to designate, from time to time, one (1) individual who shall be entitled to notice of, to attend, and to any documentation distributed to directors before, during or after, all meetings (including any action to be taken by written consent) of the Board and all committees thereof (the “Insight Observer”); provided, however, that the Company may withhold any information or prevent attendance at such meeting if disclosure of such information or attendance at a meeting would, in the judgment of the Company’s outside legal counsel, (i) adversely affect the attorney-client privilege between the Company and its counsel, (ii) results in the disclosure of highly confidential or proprietary information, (iii) results in a conflict of interest between Insight and the Company or (iv) cause the Board to breach its fiduciary duties. The Company will use all reasonable efforts to ensure that any withholding of information or any restriction on attendance is strictly limited only to the extent necessary as set forth in this Section 2.9. The Company will reimburse the Insight Observer for all reasonable out-of-pocket expenses incurred by the Insight Observer in attending meetings of the Board or any committee thereof.

2.10 Termination of Certain Covenants.

The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the consummation of a Qualified Public Offering or at such time as the Company is required to file reports pursuant to Section 13 or 15(d) of the 1934 Act. This Agreement shall terminate and be of no further force or effect upon the consummation of a transaction or series of related transactions which are deemed to be a liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event (as such term is defined in the Articles), pursuant to the Articles.

3. Miscellaneous.

3.1 Confidentiality. Each Investor agrees, severally and not jointly, that such Investor (A) will keep confidential, (B) will not disclose, divulge or use for any purpose (other than to monitor its investment in the Company) and (C) will protect to the same degree as it protects its own confidential information any confidential information obtained from the Company pursuant to the terms of this Agreement (including notice of the Company’s intention to file a registration statement) unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.1 by such Investor), (b) is or has been independently developed or conceived by the Investor without use of the Company’s confidential information, (c) is or has been made known or disclosed to the Investor by a third party without a breach of any obligation of confidentiality such third party may have to the Company, or (d) as required by law; provided, however, that an Investor may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company, (ii) to any prospective purchaser of any Registrable Securities from such Investor, if such prospective purchaser agrees to be bound by the provisions of this Section 3.1, (iii) to any current or prospective affiliate, partner, member, shareholder, or wholly owned subsidiary of such Investor in the ordinary course of business, provided that such Investor informs such person that such

information is confidential and directs such person to maintain the confidentiality of such information, or (iv) as may otherwise be required by law, regulation, rule, court order or subpoena; provided that such Investor promptly notifies the Company of such disclosure (provided that such Investor shall not be required to notify the Company of any disclosure in connection with an audit or regulatory examination, including, without limitation, by regulatory or self-regulatory bodies, in the course of its business) and takes reasonable steps to minimize the extent of any such required disclosure.

3.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

3.3 Transfer of Rights Among Affiliates. Notwithstanding anything herein to the contrary, nothing in this Agreement is intended to prevent any Investor from transferring his, her or its rights under this Agreement to any affiliate or limited partner of such Investor.

3.4 Affiliates. For the purposes of this Agreement, the terms “affiliate,” or “affiliated entities” when used herein, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified, including without limitation any investment vehicle and/or investment fund managed and/or advised, directly or indirectly, by any affiliate (as defined in Rule 144(a) promulgated under the Securities Act of 1933, as amended) of the person specified.

3.5 Additional Closings. In the event that the Company shall conduct subsequent sales of Series F Preferred Stock pursuant to the Purchase Agreement, any purchaser of such shares of Series F Preferred Stock shall be deemed an Investor with all of the rights of an Investor under this Agreement; provided, that as a condition thereto such Investor shall sign a counterpart signature page to this Agreement.

3.6 Governing Law; Venue.

This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. All disputes and controversies arising, out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Santa Clara County in the State of California, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

3.7 Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

3.8 Titles and Subtitles.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

3.9 Notices.

(a) All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth the Schedules hereto, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 3.9(a). If notice is given to the Company, a copy shall also be sent to Goodwin Procter LLP, Attention: An-Yen Hu at 601 Marshall Street, Redwood City, CA 94063 or ahu@goodwinlaw.com.

(b) Consent to Electronic Notice. Each Investor and Founder consents to the delivery of any stockholder notice at the electronic mail address or the facsimile number set forth below such Investor’s or Founder’s name on the Schedules hereto, as updated from time to time by notice to the Company, or as on the books of the Company. Each Investor and Founder agrees to promptly notify the Company of any change in its electronic mail address, and that failure to do so shall not affect the foregoing.

3.10 Expenses.

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

3.11 Amendments and Waivers.

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of (i) the Company and (ii) the holders of a majority of the Registrable Securities then outstanding; provided, however, that if any amendment or waiver operates in a manner that treats any holder of Registrable Securities different in any

material respect from other holders of Registrable Securities, the consent of such holder of Registrable Securities shall also be required for such amendment or waiver. Notwithstanding the foregoing, (a) this Agreement may not be amended, and no provision hereof may be waived, in each case, in any way which would adversely affect the rights of the Founders or any Investor or group of Investors hereunder in a manner disproportionate to any adverse effect such amendment or waiver would have on the rights of the other Investors hereunder, without also the written consent of the holders of at least a majority of the Registrable Securities held by such differently affected Founder or Investor, as the case may be and (b) any amendment to terminate any right of the Investors set forth in this Agreement (whether or not such amendment affects all Investors equally) shall require the approval of the holders of a majority of the outstanding shares of the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together on an as-converted basis. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each party to the Agreement, whether or not such party has signed such amendment or waiver, each future holder of all such Registrable Securities, and the Company.

3.12 Severability.

If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable with its terms.

3.13 Aggregation of Stock.

All shares of Registrable Securities held or acquired by entities advised by the same investment adviser and affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

3.14 Entire Agreement.

Upon the effectiveness of this Agreement, the Prior Agreement shall be deemed amended and restated to read in its entirety as set forth in this Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


COMPANY:

USER TESTING, INC.


By:			/s/ Andrew MacMillan
Name:			Andrew MacMillan
Title:			Chief Executive Officer


Address:
USER TESTING, INC.
690 5th Street
San Francisco, CA 94107

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


FOUNDER:

/s/ Darrell Benatar
DARRELL BENATAR


Address:
[***]
[***]

Facsimile:

FOUNDER:


DAVID GARR

Address:
[***]
[***]

Facsimile:

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


FOUNDER:


DARRELL BENATAR


Address:
[***]
[***]

Facsimile:

FOUNDER:

/s/ David Garr
DAVID GARR

Address:
[***]
[***]

Facsimile:

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


INVESTORS:

INSIGHT PARTNERS XI, L.P.

By:			Insight Associates XI, L.P., its general partner
By:			Insight Associates XI, L.P., its general partner


By:			/s/ Blair Flicker
Name:			Blair Flicker
Title:			Authorized Officer


INSIGHT PARTNERS (CAYMAN) XI, L.P.

By:			Insight Associates XI, L.P., its general partner
By:			Insight Associates XI, L.P., its general partner


By:			/s/ Blair Flicker
Name:			Blair Flicker
Title:			Authorized Officer


INSIGHT PARTNERS XI (CO-INVESTORS), L.P.

By:			Insight Associates XI, L.P., its general partner
By:			Insight Associates XI, L.P., its general partner


By:			/s/ Blair Flicker
Name:			Blair Flicker
Title:			Authorized Officer

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


INSIGHT PARTNERS XI (CO-INVESTORS) (B), L.P.

By:			Insight Associates XI, L.P., its general partner
By:			Insight Associates XI, L.P., its general partner


By:			/s/ Blair Flicker
Name:			Blair Flicker
Title:			Authorized Officer


INSIGHT PARTNERS (DELAWARE) XI, L.P.

By:			Insight Associates XI, L.P., its general partner
By:			Insight Associates XI, L.P., its general partner


By:			/s/ Blair Flicker
Name:			Blair Flicker
Title:			Authorized Officer


INSIGHT PARTNERS (EU) XI, S.C.Sp.

By:			Insight Associates (EU) XI, S.a.r.l., its general
partner


By:			/s/ Blair Flicker
Name:			Blair Flicker
Title:			Authorized Officer

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


INVESTOR:

ACCEL GROWTH FUND III L.P.
By:			Accel Growth Fund III Associates L.L.C.
Its:			General Partner


By:			/s/ Rich Zamboldi
Attorney in Fact


ACCEL GROWTH FUND III
STRATEGIC PARTNERS L.P.

By:			Accel Growth Fund III Associates L.L.C.
Its:			General Partner


By:			/s/ Rich Zamboldi
Attorney in Fact


ACCEL GROWTH FUND INVESTORS
2014 L.L.C.


By:			/s/ Rich Zamboldi
Attorney in Fact

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


INVESTOR:

OPENVIEW VENTURE PARTNERS IV, L.P.

By:			OPENVIEW GENERAL PARTNER IV, L.P.
Its:			General Partner

By:			OPENVIEW MANAGEMENT, LLC
Its:			General Partner


By:			/s/ Rufus C. King
Name:			/s/ Rufus C. King
Title:			Chief legal Officer


OPENVIEW AFFILIATES FUND IV, L.P.

By:			OPENVIEW GENERAL PARTNER IV, L.P.
Its:			General Partner

By:			OPENVIEW MANAGEMENT, LLC
Its:			General Partner


By:			/s/ Rufus C. King
Name:			/s/ Rufus C. King
Title:			Chief legal Officer

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


INVESTOR:

GREENSPRING GLOBAL PARTNERS VII-A, L.P.

By:			Greenspring General Partner VII, L.P.,
Its:			General Partner

By:			Greenspring GP VII, Ltd.

By:			/s/ Eric Thompson
Name:			Eric Thompson
Title:			COO


GREENSPRING GLOBAL PARTNERS VII-C, L.P.

By:			Greenspring General Partner VII, L.P .,
Its:			General Partner

By:			Greenspring GP VII, Ltd.

By:			/s/ Eric Thompson
Name:			Eric Thompson
Title:			COO

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


GREENSPRING SECONDARIES FUND III, L.P.

By:			Greenspring Secondaries General Partner III, L.P.
Its			General Partner

By:			Greenspring Secondaries GP III, LLC,
Its			General Partner

By:			Greenspring Associates, Inc.,
Its			Sole Member

By:			/s/ Eric Thompson
Name:			Eric Thompson
Title:			Chief Operating Officer


GREENSPRING OPPORTUNITIES III, L.P.

By:			Greenspring Opportunities General Partner III, L.P.
Its			General Partner

By:			Greenspring Opportunities General Partner III, LLC,
Its			General Partner


By:			/s/ Eric Thompson
Name:			Eric Thompson
Title:			Chief Operating Officer

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

SCHEDULE A

SCHEDULE OF SEED SERIES INVESTORS


Investor Name:

Inspiration Ventures, L.P.
[***]
[***]

Lou Doctor
[***]
[***]

John Witchel
[***]
[***]

A-1

SCHEDULE B

SCHEDULE OF SERIES A INVESTORS


Investor Name:

Lionel Chocron and Rebecca Malkin-Chocron
[***]
[***]

Clearstone Venture Partners III-A, L.P.
[***]
[***]

Clearstone Venture Partners III-B, a Delaware Multiple Services L.L.C.
[***]
[***]

Crandell Family Living Trust, dated October 26, 1992 George M. Crandell, Jr. and Linda K.
Crandell Trustees
[***]
[***]

Topiary Capital Fund I, LP
c/o Topiary Capital Fund I GP, LLC
c/o Greenough Consulting Group
[***]
[***]
[***]

Mike Faith
[***]
[***]

G. Nichols Farwell and Gail M. Farwell, JTWROS
[***]
[***]

OpenView Venture Partners IV, L.P.
OpenView Affiliates Fund W, L.P.
c/o OpenView Venture Partners
[***]
[***]
[***]
[***]

B-1


Mathieson Family Trust dated August 4, 1997
[***]
[***]

Michele and John McNellis JTWROS
[***]
[***]

The PASE Trust, Steven Berger and Paula Hughmanick Trustees
[***]
[***]

Cathy Schwartz Harris
[***]
[***]

Schwartz Living Trust dated November 13, 1981
Jeffrey E. Schwartz, Trustee
[***]
[***]

The Stemheim Trust, UDT 12/22/98
Eliezer Stemheim, Trustee
[***]
[***]

B-2

SCHEDULE C

SCHEDULE OF SERIES A-1 INVESTORS


Investor Name:

Topiary Capital Fund I, LP
c/o Topiary Capital Fund I GP, LLC
c/o Greenough Consulting Group
[***]
[***]

Clearstone Venture Partners III-A, L.P.
[***]
[***]

Morgan Stanley Smith Barney LLC as Custodian for David Wittenkamp

OpenView Venture Partners IV, L.P.
OpenView Affiliates Fund IV, L.P.
c/o OpenView Venture Partners
[***]
[***]
[***]
[***]

The PASE Trust, Steven Berger and Paula Hughmanick Trustees
[***]
[***]

Clearstone Venture Partners III-B, a DE Multiple Series LLC
[***]
[***]

The Sternheim Trust, UDT 12/22/98
Eliezer Sternheim, Trustee
[***]
[***]

Mathieson Family Trust dated August 4, 1997
[***]
[***]

C-1


Crandell Family Living Trust, dated October 26, 1992 George M. Crandell, Jr. and Linda K.
Crandell Trustees
[***]
[***]

Cathy Schwartz Harris
[***]
[***]

Schwartz Living Trust dated November 13, 1981
Jeffrey E. Schwartz, Trustee
[***]
[***]

Michele and John McNellis JTWROS
[***]
[***]

Mike Faith
[***]
[***]

C-2

SCHEDULE D

SCHEDULE OF SERIES B INVESTORS


Investor Name:

KW Testing, LLC
c/o Kern Whelan Capital, LLC
[***]
[***]
[***]

Clearstone Venture Partners III-A, L.P.
[***]
[***]

Clearstone Venture Partners III-B, a Delaware Multiple Series L.L.C.
[***]
[***]

Topiary Capital Fund I, LP
c/o Topiary Capital Fund I GP, LLC
c/o Greenough Consulting Group
[***]
[***]
[***]

D-1

SCHEDULE E

SCHEDULE OF SERIES C INVESTORS


Investor Name:

Accel Growth Fund III L.P.
Accel Growth Fund III Strategic Partners L.P.
Accel Growth Fund Investors 2014 L.L.C.

Accel Partners
[***]
[***]
[***]
[***]

with a copy to (which shall not constitute the giving of notice):

Fenwick & West LLP
[***]
[***]
[***]
[***]
[***]

OpenView Venture Partners IV, L.P.
OpenView Affiliates Fund IV, L.P.
c/o OpenView Venture Partners
[***]
[***]
[***]
[***]

with a copy to (which shall not constitute the giving of notice):

Lowenstein Sandler LLP
[***]
[***]
[***]
[***]

Anthony Casalena
[***]
[***]

E-1


Roslansky Family Trust
[***]
[***]

Hahn Family Trust Dated 12/30/13
[***]
[***]

Stewart Butterfield

E-2

SCHEDULE F

SCHEDULE OF SERIES D INVESTORS


Investor Name:

Greenspring Associates, Inc.
[***]
[***]

KW Testing II, LLC
c/o Kern Whelan Capital, LLC
[***]
[***]
[***]

UT 2016, L.P.
[***]
[***]

Topiary Capital Fund I, LP
c/o Topiary Capital Fund I GP, LLC
c/o Greenough Consulting Group
[***]
[***]
[***]

OpenView Venture Partners IV, L.P.
OpenView Affiliates Fund IV, L.P.
c/o OpenView Venture Partners
[***]
[***]
[***]
[***]

with a copy to (which shall not constitute the giving of notice):

Lowenstein Sandler LLP
[***]
[***]
[***]
[***]

F-1


Accel Growth Fund III L.P.
Accel Growth Fund III Strategic Partners L.P.
Accel Growth Fund Investors 2014 L.L.C.
Accel Partners
[***]
[***]
[***]
[***]

with a copy to (which shall not constitute the giving of notice):

Fenwick & West LLP
[***]
[***]
[***]
[***]
[***]

The Sternheim Trust, UDT 12/22/98
Eliezer Sternheim, Trustee
[***]
[***]

Mathieson Family Trust dated 8/4/97
[***]
[***]

F-2

SCHEDULE G

SCHEDULE OF SERIES E INVESTORS


Investor Name:

Accel Growth Fund III L.P.
Accel Growth Fund III Strategic Partners L.P.
Accel Growth Fund Investors 2014 L.L.C.

Accel Partners
[***]
[***]
[***]
[***]
[***]

OpenView Venture Partners IV, L.P.
OpenView Affiliates Fund IV, L.P.

c/o OpenView Venture Partners
[***]
[***]
[***]
[***]

Greenspring Global Partners VII-A, L.P.
Greenspring Global Partners VII-C, L.P.
Greenspring Opportunities III, L.P.
Greenspring Secondaries Fund III, L.P.
[***]
[***]

KW Testing III, LLC
c/o Kern Whelan Capital, LLC
[***]
[***]
[***]

DAG Ventures IV, L.P.
[***]
[***]

G-1

SCHEDULE H

SCHEDULE OF SERIES F INVESTORS


Investor Name:

Insight Partners XI, L.P.
[***]
[***]

Insight Partners (Cayman) XI, L.P.
[***]
[***]

Insight Partners XI (Co-Investors), L.P.
[***]
[***]

Insight Partners XI (Co-Investors) (B), L.P.
[***]
[***]

Insight Partners (Delaware) XI, L.P.
[***]
[***]

Insight Partners (EU) XI, S.C.Sp.
[***]
[***]

H-1

SCHEDULE I

SCHEDULE OF FOUNDERS


Founder Name			Number of Shares of Common Stock
Darrell Benatar1			7,176,674
Dave Garr 2			2,337,858
Total:			9,514,532

1 Shares held by The D&L Benatar 2014 Revocable Trust, The Isabel C Benatar Irrevocable Trust, and The Maya E Benatar Irrevocable Trust.

2 Shares held by David Garr, The Lucy Pearson Garr Irrevocable Family Protection Trust, and The Katherine Sophie Garr Irrevocable Family Protection Trust.

I-1

Exhibit 10.1

INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of ____________, 202__ is made by and between UserTesting, Inc., a Delaware corporation (the “Company”), and ____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

RECITALS

A.The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation of such representatives;

B.The members of the Board of Directors of the Company (the “Board”) have concluded that to retain and attract talented and experienced individuals to serve as representatives of the Company and its Subsidiaries and Affiliates and to encourage such individuals to take the business risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary for the Company to contractually indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates, and to assume for itself maximum liability for Expenses and Other Liabilities (as those terms are defined below) in connection with claims against such representatives in connection with their service to the Company and its Subsidiaries and Affiliates;

C.Section 145 of the Delaware General Corporation Law (“Section 145”), empowers the Company to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations, partnerships, joint ventures, trusts or other enterprises. The Bylaws of the Company (the “Bylaws”) require indemnification of the directors and officers of the Company subject to specific terms and conditions. Indemnitee may also be entitled to indemnification pursuant to Section 145. The Bylaws and Section 145 expressly provide that the indemnification pursuant thereto is not exclusive and contemplate that contracts may be entered into between the Company and members of the Board, officers, and other persons with respect to indemnification.

D.This Agreement is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, as well as any rights of Indemnitees under the Delaware General Corporation Law (the “DGCL”) or any directors and officers liability insurance policy or other applicable insurance policies, and this Agreement shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

E.The Company desires and has requested Indemnitee to serve or continue to serve as a representative of the Company and/or the Subsidiaries or Affiliates of the Company free from undue concern about inappropriate claims for damages arising out of or related to such services to the Company and/or the Subsidiaries or Affiliates of the Company.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Definitions.

(a)Affiliate. For purposes of this Agreement, “Affiliate” of the Company means any corporation, partnership, limited liability company, joint venture, trust or other enterprise or non-profit entity in respect of which Indemnitee is or was or will be serving as a director, officer, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise), fiduciary, or in any other similar capacity at the request, election or direction of the Company, and including, but not limited to, any employee benefit plan of the Company or a Subsidiary or Affiliate of the Company.

(b)Change in Control. For purposes of this Agreement, “Change in Control” means any event or circumstance where (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a Subsidiary or a trustee or other fiduciary holding securities under an employee benefit plan of the Company or Subsidiary, is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding capital stock, (ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(b)(i), 1(b)(iii) or 1(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least 50% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets.

(c)Expenses. For purposes of this Agreement, “Expenses” means all reasonable and reasonably documented direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs) actually paid or incurred by Indemnitee in connection with the investigation, defense or appeal of, or being a witness or otherwise involved in (i) a Proceeding (as defined

below), or establishing or enforcing a right to indemnification under this Agreement, Section 145 or otherwise; provided, however, that Expenses shall not include any judgments, fines, taxes (including ERISA or other benefit plan related excise taxes or penalties) or amounts paid in settlement of a Proceeding; (ii) any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent; or (iii) recovery under any directors and officers liability insurance policies or other applicable insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

(d)Indemnifiable Event. For purposes of this Agreement, “Indemnifiable Event” means any event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.

(e)Indemnifiable Person. For the purposes of this Agreement, “Indemnifiable Person” means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

(f)Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal counsel (i) who has not performed services for the Company or Indemnitee in the five years preceding the time in question and who would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee, and (ii) is selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, delayed or conditioned.

(g)Independent Director. For purposes of this Agreement, “Independent Director” means a member of the Board who is not a party to the Proceeding for which a claim for advancement or indemnification is made under this Agreement.

(h)Other Liabilities. For purposes of this Agreement, “Other Liabilities” means any and all liabilities of any type whatsoever, including, but not limited to, judgments, fines, penalties, taxes (including excise taxes or penalties related to ERISA or other benefit plans), and amounts paid in settlement, and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, or penalties or amounts paid in settlement.

(i)Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit, claim or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any appeal of any of the foregoing.

(j)Subsidiary. For purposes of this Agreement, “Subsidiary” means any entity of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company.

2.Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Indemnifiable Person in the capacity or capacities in which Indemnitee currently serves the Company as an Indemnifiable Person, and any additional capacity or capacities in which Indemnitee may agree to serve, until such time as Indemnitee’s service in a particular capacity shall end according to the terms of an agreement, the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) or Bylaws, governing law, or otherwise. Nothing contained in this Agreement is intended to create any right to continued employment or other form of service for the Company or a Subsidiary or Affiliate of the Company by Indemnitee.

3.Mandatory Indemnification.

(a)Agreement to Indemnify. In the event Indemnitee is a person who was or is a party to or witness in or is threatened to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) such Proceeding to the fullest extent permitted by the DGCL, as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the DGCL permitted prior to the adoption of such amendment), provided that such indemnification is subject to the exclusions set forth in Section 9 below. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of the Company’s stockholders or disinterested directors or applicable law.

(b)Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to advancement and/or indemnification for Expenses and Other Liabilities provided by a venture capital firm or other sponsoring organization (“Other Indemnitor”). The Company agrees with Indemnitee that the Company is the indemnitor of first resort of Indemnitee with respect to matters for which advancement and/or indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor. The Company further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to pay Indemnitee for such Expenses or Other Liabilities hereunder.

4.Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount

except as to the portion thereof for which indemnification is prohibited by this Agreement or the DGCL. In any review, process and/or Proceeding to determine the extent of indemnification to which Indemnitee is entitled, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters that were not successfully resolved.

5.Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) directors and officers liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company, and (ii) any renewal, replacement or substitute directors and officers liability insurance policies issued by one or more reputable insurers providing in all respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control subsequent to the date of this Agreement, or the Company’s becoming insolvent (including but not limited to being placed into receivership, an assignment for the benefit of creditors, or entering the federal bankruptcy process), the Company shall use reasonable efforts to maintain in force any and all insurance policies then maintained by the Company for the purpose of providing coverage to the Company’s officers or directors (including but not limited to directors and officers liability, fiduciary and employment practices insurance) for a fixed period of no less than six years thereafter. Such coverage shall be non-cancelable and shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the non-management members of the Board.

6.Mandatory Advancement of Expenses. If requested by Indemnitee, the Company shall advance, to the fullest extent permitted by law, prior to the final disposition of the Proceeding, all Expenses incurred by Indemnitee in connection with (including in preparation for) a Proceeding not initiated by Indemnitee (and any Proceeding initiated by Indemnitee to the extent such Proceeding is initiated by Indemnitee in accordance with clauses (i)-(iii) of Section 9(a) of this Agreement) related to an Indemnifiable Event within (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee. The right to advances under this Section shall in all events continue until final disposition of any Proceeding,

including any appeal therefrom and/or a final adjudication not subject to further appeal. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company and no additional form of undertaking with respect to such obligation to repay shall be required. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment of any interest thereon. This Section 6 shall not apply to any request for advancement of Expenses made by Indemnitee for which such advancement of Expenses is excluded pursuant to Section 9 of this Agreement.

7.Notice and Other Indemnification Procedures.

(a)Notification. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, unless the Company is a named co-defendant with Indemnitee (or the Company is the recipient of such threat), Indemnitee shall, if Indemnitee believes the advancement of Expenses or the indemnification of Other Liabilities with respect thereto may be sought from the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of and facts related to the Proceeding. However, a failure by Indemnitee to notify the Company promptly following Indemnitee’s receipt of such notice shall not relieve the Company from any liability that it may have to Indemnitee except to the extent that the Company is materially prejudiced in its defense of such Proceeding as a result of such failure, provided, however, that the Company shall have the burden to prove the existence of such material prejudice by clear and convincing evidence.

(b)Insurance Notice and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) above, the Company has director and officer liability insurance and/or any other type of insurance that might provide coverage to Indemnitee in effect, the Company shall give prompt notice of the commencement of such Proceeding on behalf of Indemnitee to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all commercially reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such insurance policies. In addition, the Company will instruct the insurers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding such Proceeding.

(c)Assumption of Defense. In the event the Company shall be obligated to advance Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld, delayed or conditioned) of counsel designated by the Company, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under

this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (i) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have notified the Board in writing that Indemnitee or separate counsel for Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (iii) the Company fails to employ counsel to assume the defense of such Proceeding, or (iv) after a Change in Control, the employment of counsel by Indemnitee has been approved by Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Indemnitee agrees that any such separate counsel retained by Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable insurance policies, should the applicable policies provide for a panel of approved counsel. Nothing herein shall prevent Indemnitee from employing counsel for any Proceeding at Indemnitee’s own expense.

(d)Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold, delay or condition consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall not settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds paid from an insurance policy or policies providing coverage to Indemnitee unless approved by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.

8.Determination of Right to Indemnification.

(a)Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in the defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses incurred in connection therewith.

(b)Indemnification in Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify Indemnitee if Indemnitee has met the applicable standard of conduct for indemnification to the fullest extent permitted by law.

(c)Determination of Entitlement to Indemnification. Indemnitee shall be entitled to select the manner in which the determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following:

i.A majority of the Independent Directors even though less than a quorum;

ii.A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or

iii.Independent Counsel, who shall make such determination in a written opinion.

If Indemnitee is an officer or a director of the Company at the time that Indemnitee is selecting the manner in which the determination of whether Indemnitee has met the applicable standard of conduct shall be decided, then Indemnitee shall not select Independent Counsel as the manner for the determination to be made unless (i) there are no Independent Directors, or (ii) a majority of the Independent Directors (even though less than a quorum) approve of the selection of Independent Counsel, which approval may not be unreasonably withheld, delayed or conditioned.

The party or parties selected in accordance with this Section 8(c) shall be referred to herein as the “Reviewing Party.” Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement, the Reviewing Party shall be Independent Counsel.

(d)Decision Timing. As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s choice of the Reviewing Party pursuant to Section 8(c) above, the Company and Indemnitee shall each submit to the Reviewing Party such information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, but in no event later than thirty (30) days following the receipt of all such information, provided that the time by which the Reviewing Party must reach a decision may be extended by mutual agreement of the Company and Indemnitee. All Expenses associated with the process set forth in this Section 8(d), including but not limited to the Expenses of the Reviewing Party, shall be paid by the Company.

(e)Delaware Court of Chancery. Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled to indemnification with respect to a specific

Proceeding, Indemnitee shall have the right to apply to the Delaware Court of Chancery, for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement.

(f)Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any process, hearing or Proceeding under this Section 8 involving Indemnitee and against all Expenses incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or enforcement of the rights of Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous or made in bad faith.

(g)Determination of “Good Faith”. For purposes of any determination of whether Indemnitee acted in “good faith” or acted in “bad faith,” Indemnitee shall be deemed to have acted in good faith or not acted in bad faith if, in taking or failing to take the action in question, Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate, including financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of the Company or a Subsidiary or Affiliate in the course of their duties, or on the advice of legal counsel for the Company or a Subsidiary or Affiliate, or on information or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified public accountant or by an appraiser or other expert selected by the Company or a Subsidiary or Affiliate, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has or have been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the Reviewing Party or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company to establish, by clear and convincing evidence, that Indemnitee is not so entitled. The provisions of this Section 8(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failures to act, of any other person serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person shall not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.

9.Exceptions. Any other provision herein to the contrary notwithstanding, Indemnitee’s rights to indemnification and/or advancement are subject to the following exceptions.

(a)Claims Initiated by Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except (i) with respect to Proceedings brought to establish or enforce a right to indemnification under this Agreement, any other statute or law, as permitted under Section 145, or otherwise, (ii) where the Board has consented to the initiation of such Proceeding, or (iii) with

respect to Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or otherwise, but such indemnification or advancement of Expenses may be provided by the Company in specific cases if the Board finds it to be appropriate.

(b)Actions Based on Federal Statutes Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of (i) any suit in which judgment is rendered against Indemnitee by a court of competent jurisdiction in a final adjudication not subject to further appeal for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any federal, state or local statutory law, (ii) any reimbursement paid to the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act, including but not limited to any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act; or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act.

(c)Unlawful Indemnification. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal.

(d)Exception for Amounts Covered by Insurance and Other Sources. The Company shall not be obligated to advance or indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever, including, but not limited to judgments, fines, penalties, taxes (including excise taxes or penalties related to ERISA or other benefit plans) and amounts paid in settlement, to the extent such have been paid directly to Indemnitee (or paid directly to a third party on Indemnitee’s behalf) by any directors and officers liability insurance or other type of insurance maintained by the Company; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement.

10.Non-exclusivity. The provisions for advancement of Expenses and indemnification of Other Liabilities set forth in this Agreement shall not be deemed exclusive of any other rights that Indemnitee may have under any provision of law, the Certificate of Incorporation or the Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and to

acts or omissions in another capacity while serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person.

11.Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

12.Entire Agreement; Supersession, Modification and Waiver. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior indemnification agreement between the Indemnitee and the Company, its Subsidiaries or its Affiliates, provided, however, that this Agreement is a supplement to and in furtherance of Section 145, the Certificate of Incorporation, the Bylaws, any directors and officers liability insurance or other insurance policy providing coverage to Indemnitee maintained by the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. If the Company and Indemnitee have previously entered into an indemnification agreement providing for the indemnification of Indemnitee by the Company, the entry into this Agreement by both parties hereto shall be deemed to amend and restate such prior agreement to read in its entirety as, and be superseded by, this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) and except as expressly provided herein, no such waiver shall constitute a continuing waiver.

13.Successors and Assigns; Survival of Rights. The terms of this Agreement shall bind, and shall inure to the benefit of, and be enforceable by the parties hereto and, as applicable, their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, executors, administrators and personal and legal representatives (collectively, “Successors”). Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s Successors. In addition, the Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement and indemnify Indemnitee to the fullest extent permitted by law.

14.Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and a receipt is provided by the party to whom such communication is delivered, (ii) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form accompanying delivery through the U.S. mail, (iii) by personal service by a process server, (iv) by delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service, or (v) if via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. The address for notice to the Indemnitee shall be the Indemnitee’s most recent address on file with the Company. Delivery of communications to the Company with respect to this Agreement shall be sent to the attention of the Company’s General Counsel.

15.No Presumptions. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise. In addition, neither the failure of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Section 8(e) of this Agreement shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has failed to meet any particular standard of conduct or did not have any particular belief or is not entitled to indemnification under applicable law or otherwise. Additionally, any admission of liability by the Company in connection with any settlement by the Company with a regulatory agency shall not, of itself, create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise.

16.Subrogation and Contribution.

(a)Except as otherwise expressly provided in this Agreement, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

(b)To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by or on behalf of Indemnitee, whether for Expenses or Other Liabilities, in connection with any Proceeding relating to an Indemnifiable Event under this Agreement, in such proportion

as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

17.Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.

18.Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. Execution of a PDF copy shall have the same force and effect as execution of an original, and a copy of a signature will be admissible in any legal proceeding as if an original.

19.Headings. The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.

20.Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely with Delaware.

21.Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement.

[Signature Page Follows]

The parties hereto have entered into this Indemnity Agreement effective as of the date first above written.


USERTESTING, INC.

By:

Name:

Title:

INDEMNITEE

By:

Name:

[Signature Page to Indemnity Agreement]

Exhibit 10.2

USER TESTING, INC.

2013 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the User Testing, Inc. 2013 Equity Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company's shareholders.

SECTION 2. DEFINITIONS

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A.

SECTION 3. ADMINISTRATION

3.1 Administration of the Plan

The Plan shall be administered by the Board. All references in the Plan to the "Plan Administrator" shall be to the Board.

3.2 Administration and Interpretation by Plan Administrator

(a) Except for the terms and conditions explicitly set forth in the Plan, and to the extent permitted by applicable law, the Plan Administrator shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (viii) establish such rules and regulations as it shall deem appropriate for the proper administration of the Plan; (ix) delegate ministerial duties to such of the Company's employees as it so determines; and (x) make any other determination and take any other action that the Plan Administrator deems necessary or desirable for administration of the Plan.

(b) The effect on the vesting of an Award of a Company-approved leave of absence or a Participant's reduction in hours of employment or service shall be determined by the Company's chief human resources officer or other person performing that function or, with respect to directors or executive officers, by the Board, whose determination shall be final.

(c) Decisions of the Plan Administrator shall be final, conclusive and binding on all persons, including the Company, any Participant, any shareholder and any Eligible Person. A majority of the members of the Plan Administrator may determine its actions.

SECTION 4. SHARES SUBJECT TO THE PLAN

4.1 Authorized Number of Shares

Subject to adjustment from time to time as provided in Section 14.1, the number of shares of Common Stock available for issuance under the Plan shall be:

(a) 20,050,844 shares; plus

(b) (i) any authorized shares available for issuance, and not issued or subject to outstanding awards, under the Company's Stock Option Plan (the "Prior Plan") on the Effective Date shall cease to be set aside or reserved for issuance pursuant to the Prior Plan, effective on the Effective Date, and shall instead be set aside and reserved for issuance pursuant to the Plan and (ii) any shares subject to outstanding awards under the Prior Plan on the Effective Date that cease to be subject to such awards following the Effective Date (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares), shall cease to be set aside or reserved for issuance pursuant to the Prior Plan, effective on the date upon which they cease to be so subject to such awards, and shall instead be set aside and reserved for issuance pursuant to the Plan, up to an aggregate maximum of 1,663,863 shares pursuant to clauses (i) and (ii) of this paragraph, subject to adjustment from time to time as provided in Section 14.1.

Shares issued under the Plan shall be drawn from authorized and unissued shares.

4.2 Share Usage

(a) Shares of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be available for issuance under the Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, or (ii) covered by an Award that is settled in cash or in a manner such that some or all of the shares of Common Stock covered by the Award are not issued, shall be available for Awards under the Plan. The number of shares of Common Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect to an Award.

(b) The Plan Administrator shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.

(c) Notwithstanding any other provision of the Plan to the contrary, the Plan Administrator may grant Substitute Awards under the Plan. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Plan

Administrator without any further action by the Plan Administrator, and the persons holding such awards shall be deemed to be Participants.

(d) Notwithstanding any other provisions of this Section 4.2 to the contrary, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 14.1.

SECTION 5. ELIGIBILITY

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Plan Administrator from time to time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company's securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company's securities.

SECTION 6. AWARDS

6.1 Form, Grant and Settlement of Awards

The Plan Administrator shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Plan Administrator shall determine.

6.2 Evidence of Awards

Awards granted under the Plan shall be evidenced by a written, including an electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Plan Administrator shall deem advisable and that are not inconsistent with the Plan.

6.3 Dividends and Distributions

Participants may, if the Plan Administrator so determines, be credited with dividends or dividend equivalents paid with respect to shares of Common Stock underlying an Award in a manner determined by the Plan Administrator in its sole discretion. The Plan Administrator may apply any restrictions to the dividends or dividend equivalents that the Plan Administrator deems appropriate. The Plan Administrator, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on the number of shares underlying an Option or a Stock Appreciation Right may not be contingent, directly or indirectly, on the exercise of the Option or Stock Appreciation Right, and must comply with or qualify for an exemption under Section 409A. Also notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on Restricted Stock must (a) be paid at the same time such dividends or dividend equivalents are paid to other shareholders and (b) comply with or qualify for an exemption under Section 409A.

SECTION 7. OPTIONS

7.1 Grant of Options

The Plan Administrator may grant Options designated as Incentive Stock Options or Nonqualified Stock Options.

7.2 Option Exercise Price

Options shall be granted with an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date (and not less than the minimum exercise price required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards.

7.3 Term of Options

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option (the "Option Term") shall be ten years from the Grant Date. For Incentive Stock Options, the Option Term shall be as specified in Section 8.4.

7.4 Exercise of Options

The Plan Administrator shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall vest and become exercisable according to the following schedule, which may be waived or modified by the Plan Administrator at any time:


Period of Participant's Continuous Employment or Service With the Company or Its Related Companies From the Vesting Commencement Date						Portion of Total Option That Is Vested and Exercisable
After 1 year						1/4th
After each additional one-month period of continuous service completed thereafter						An additional 1/48th
After 4 years						100%

To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Plan Administrator, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Plan Administrator.

7.5 Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Plan Administrator for that purchase, which forms may include:

(a) cash;

(b) check or wire transfer;

(c) having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(d) tendering (either actually or, if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(e) if and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any tax withholding obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or

(f) such other consideration as the Plan Administrator may permit.

In addition, to assist a Participant (including directors and executive officers) in acquiring shares of Common Stock pursuant to an Option granted under the Plan, the Plan Administrator, in its sole discretion and to the extent permitted by applicable law, may authorize, either at the Grant Date or at any time before the acquisition of Common Stock pursuant to the Option, (i) the payment by a Participant of the purchase price of the Common Stock by a promissory note or (ii) the guarantee by the Company of a loan obtained by the Participant from a third party. Such notes or loans must be full recourse to the extent necessary to avoid adverse accounting charges to the Company's earnings for financial reporting purposes. Subject to the foregoing, the Plan Administrator shall in its sole discretion specify the terms of any loans or loan guarantees, including the interest rate and terms of and security for repayment.

7.6 Effect of Termination of Service

The Plan Administrator shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Plan Administrator at any time. If not so established in the instrument evidencing the Option, the Option shall be exercisable

according to the following terms and conditions, which may be waived or modified by the Plan Administrator at any time:

(a) Any portion of an Option that is not vested and exercisable on the date of a Participant's Termination of Service shall expire on such date.

(b) Any portion of an Option that is vested and exercisable on the date of a Participant's Termination of Service shall expire on the earliest to occur of:

(i) if the Participant's Termination of Service occurs for reasons other than Cause, Retirement, Disability or death, the date that is three months after such Termination of Service;

(ii) if the Participant's Termination of Service occurs by reason of Retirement, Disability or death, the one-year anniversary of such Termination of Service; and

(iii) the Option Expiration Date.

Notwithstanding the foregoing, if a Participant dies after the Participant's Termination of Service but while an Option is otherwise exercisable, the portion of the Option that is vested and exercisable on the date of such Termination of Service shall expire upon the earlier to occur of (y) the Option Expiration Date and (z) the one-year anniversary of the date of death, unless the Plan Administrator determines otherwise.

Notwithstanding the foregoing, to the extent required by applicable law, unless employment or services are terminated for Cause, the right to exercise an Option in the event of Termination of Service, to the extent that the Participant is otherwise entitled to exercise an Option on the date of Termination of Service, shall be

a. at least six months from the date of a Participant's Termination of Service if termination was caused by death or Disability; and

b. at least 30 days from the date of a Participant's Termination of Service if termination was caused by other than death or Disability;

c. but in no event later than the Option Expiration Date.

Also notwithstanding the foregoing, in case a Participant's Termination of Service occurs for Cause, all Options granted to the Participant shall automatically expire upon first notification to the Participant of such termination, unless the Plan Administrator determines otherwise. If a Participant's employment or service relationship with the Company is suspended pending an investigation of whether the Participant shall be terminated for Cause, all the Participant's rights under any Option shall likewise be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after a Participant's Termination of Service, any Option then held by the Participant may be immediately terminated by the Plan Administrator, in its sole discretion.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

Notwithstanding any other provisions of the Plan to the contrary, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code or any

successor provision, and any applicable regulations thereunder, including, to the extent required thereunder, the following:

8.1 Dollar Limitation

To the extent the aggregate Fair Market Value (determined as of the Grant Date) of Common Stock with respect to which a Participant's Incentive Stock Options become exercisable for the first time during any calendar year (under the Plan and all other stock option plans of the Company and its parent and subsidiary corporations) exceeds $100,000, such portion in excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event the Participant holds two or more such Options that become exercisable for the first time in the same calendar year, such limitation shall be applied on the basis of the order in which such Options are granted.

8.2 Eligible Employees

Individuals who are not employees of the Company or one of its parent or subsidiary corporations may not be granted Incentive Stock Options.

8.3 Exercise Price

Incentive Stock Options shall be granted with an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date and, in the case of an Incentive Stock Option granted to a Participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its parent or subsidiary corporations (a "Ten Percent Stockholder"), shall be granted with an exercise price per share not less than 110% of the Fair Market Value of the Common Stock on the Grant Date. The determination of more than 10% ownership shall be made in accordance with Section 422 of the Code.

8.4 Option Term

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Incentive Stock Option shall not exceed ten years, and in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, shall not exceed five years.

8.5 Exercisability

An Option designated as an Incentive Stock Option shall cease to qualify for favorable tax treatment as an Incentive Stock Option to the extent it is exercised (if permitted by the terms of the Option) (a) more than three months after the date of a Participant's termination of employment if termination was for reasons other than death or disability, (b) more than one year after the date of a Participant's termination of employment if termination was by reason of disability, or (c) more than six months following the first day of a Participant's leave of absence that exceeds three months, unless the Participant's reemployment rights are guaranteed by statute or contract.

8.6 Taxation of Incentive Stock Options

In order to obtain certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code, the Participant must hold the shares acquired upon the exercise of an Incentive Stock Option for two years after the Grant Date and one year after the date of exercise. A Participant may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option. The Participant shall give the

Company prompt notice of any disposition of shares acquired on the exercise of an Incentive Stock Option prior to the expiration of such holding periods.

8.7 Code Definitions

For the purposes of this Section 8, "disability," "parent corporation" and "subsidiary corporation" shall have the meanings attributed to those terms for purposes of Section 422 of the Code.

8.8 Promissory Notes

The amount of any promissory note delivered pursuant to Section 7.5 in connection with an Incentive Stock Option shall bear interest at a rate specified by the Plan Administrator, but in no case less than the rate required to avoid imputation of interest (taking into account any exceptions to the imputed interest rules) for federal income tax purposes.

SECTION 9. STOCK APPRECIATION RIGHTS

9.1 Grant of Stock Appreciation Rights

The Plan Administrator may grant Stock Appreciation Rights to Participants at any time on such terms and conditions as the Plan Administrator shall determine in its sole discretion. An SAR may be granted in tandem with an Option or alone (''freestanding"). The grant price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised upon such terms and conditions and for the term as the Plan Administrator determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.

9.2 Payment of SAR Amount

Upon the exercise of an SAR, a Participant shall be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Plan Administrator as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in any other manner approved by the Plan Administrator in its sole discretion.

9.3 Waiver of Restrictions

The Plan Administrator, in its sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate.

SECTION 10. STOCK AWARDS, RESTRICTED STOCK AND STOCK UNITS

10.1 Grant of Stock Awards, Restricted Stock and Stock Units

The Plan Administrator may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Plan Administrator shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.

10.2 Vesting of Restricted Stock and Stock Units

Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant's release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Plan Administrator (a) shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant subject to the terms and conditions of the Plan, the instrument evidencing the Award, and applicable securities laws, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash.

10.3 Waiver of Restrictions

The Plan Administrator, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject to such terms and conditions as the Plan Administrator shall deem appropriate.

SECTION 11. OTHER STOCK OR CASH-BASED AWARDS

Subject to the terms of the Plan and such other terms and conditions as the Plan Administrator deems appropriate, the Plan Administrator may grant other incentives payable in cash or in shares of Common Stock under the Plan.

SECTION 12. WITHHOLDING

The Company may require the Participant to pay to the Company or a Related Company, as applicable the amount of (i) any taxes that the Company or a Related Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award ("tax withholding obligations") and (ii) any amounts due from the

Participant to the Company or to any Related Company ("other obligations"). Notwithstanding any other provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.

The Plan Administrator, in its sole discretion, may permit or require a Participant to satisfy all or part of the Participant's tax withholding obligations and other obligations by (i) paying cash to the Company or a Related Company, as applicable, (ii) having the Company or a Related Company, as applicable, withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (iii) having the Company withhold a number of shares of Common Stock that would otherwise be issued

to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, or (iv) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations. The value of the shares so withheld or tendered may not exceed the employer's applicable minimum required tax withholding rate or such other applicable rate as is necessary to avoid adverse treatment for financial accounting purposes, as determined by the Plan Administrator in its sole discretion.

SECTION 13. ASSIGNABILITY

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant's death. During a Participant's lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code, the Plan Administrator, in its sole discretion, may permit a Participant to assign or transfer an Award, subject to such terms and conditions as the Plan Administrator shall specify.

SECTION 14. ADJUSTMENTS

14.1 Adjustment of Shares

In the event that, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend, or other change in the Company's corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or any other company or (b) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Plan Administrator shall make proportional adjustments in (i) the maximum number and kind of securities available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2(d); and (iii) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Plan Administrator as to the terms of any of the foregoing adjustments shall be conclusive and binding.

Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Change of Control shall not be governed by this Section 14.1 but shall be governed by Sections 14.2 and 14.3, respectively.

14.2 Dissolution or Liquidation

To the extent not previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion, Awards shall terminate immediately prior to the dissolution or

liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Plan Administrator, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

14.3 Change of Control

(a) Notwithstanding any other provision of the Plan to the contrary, unless the Plan Administrator determines otherwise with respect to a particular Award in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, in the event of a Change of Control, if and to the extent an outstanding Award is not converted, assumed, substituted for or replaced by the Successor Company, then effective immediately prior to the Change of Control such Award shall become fully vested and exercisable or payable, and all applicable restrictions or forfeiture provisions shall lapse, and then terminate upon effectiveness of the Change of Control. If and to the extent the Successor Company converts, assumes, substitutes for or replaces an outstanding Award, the vesting and/or exercisability restrictions and/or forfeiture and/or repurchase provisions applicable to such Award shall not be accelerated or lapse, and all such vesting and/or exercisability restrictions and/or forfeiture and/or repurchase provisions shall continue with respect to any shares of the Successor Company or other consideration that may be received with respect to such Award.

(b) For the purposes of Section 14.3(a), an Award shall be considered converted, assumed, substituted for or replaced by the Successor Company if following the Change of Control the Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the Successor Company, the Plan Administrator may, with the consent of the Successor Company, provide for the consideration to be received pursuant to the Award, for each share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control. The determination of such substantial equality of value of consideration shall be made by the Plan Administrator, and its determination shall be conclusive and binding.

(c) Notwithstanding the foregoing, the Plan Administrator, in its sole discretion, may instead provide in the event of a Change of Control that a Participant's outstanding Awards shall terminate upon or immediately prior to such Change of Control and that each such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (i) the Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Awards (either to the extent then vested and exercisable, or subject to restrictions and/or forfeiture provisions, or whether or not then vested and exercisable, or subject to restrictions and/or forfeiture provisions, as determined by the Plan Administrator in its sole discretion) exceeds (ii) if applicable, the respective aggregate exercise, grant or purchase price payable with respect to shares of Common Stock subject to such Awards.

(d) For the avoidance of doubt, nothing in this Section 14.3 requires all outstanding Awards to be treated similarly.

14.4 Further Adjustment of Awards

Subject to Sections 14.2 and 14.3, the Plan Administrator shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change of control of the Company, as defined by the Plan Administrator, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Plan Administrator may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Plan Administrator may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control that is the reason for such action.

14.5 No Limitations

The grant of Awards shall in no way affect the Company's right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

14.6 Fractional Shares

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment, and any fractional shares resulting from such adjustment shall be disregarded.

14.7 Section 409A

Subject to Section 18.5, but notwithstanding any other provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 14 to Awards that are considered "deferred compensation" within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A and (b) any adjustments made pursuant to this Section 14 to Awards that are not considered "deferred compensation" subject to Section 409A shall be made in such a manner as to ensure that after such adjustment the Awards either (i) continue not to be subject to Section 409A or (ii) comply with the requirements of Section 409A.

SECTION 15. FIRST REFUSAL RIGHTS; VOTING RESTRICTIONS

15.1 First Refusal Rights

Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company shall have the right of first refusal with respect to any proposed sale or other disposition by a Participant of any shares of Common Stock issued pursuant to an Award. Such right of first refusal shall be exercisable in accordance with the terms and conditions established by the Plan Administrator and set forth in the agreement evidencing the Participant's receipt of the shares or, if applicable, in a shareholders agreement or other similar agreement.

15.2 Other Rights, Transfer and Voting Restrictions

Until the date on which the initial registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Plan Administrator may require a Participant, as a condition to receiving shares under the Plan, to become a party to a stock purchase agreement and/or a shareholders agreement or other similar agreement, in the form designated by the Plan Administrator, pursuant to which the Participant grants to the Company and/or its other shareholders certain rights, including but not limited to co-sale rights and transfer restrictions and agrees to certain voting restrictions with respect to the shares acquired by the Participant under the Plan. Unless otherwise provided by the Plan Administrator or in the instrument evidencing the Award or in a written employment, services or other agreement, the Shares acquired by Participant under the Plan may not be sold, transferred, assigned, pledged, encumbered or otherwise disposed of without the prior consent of the Plan Administrator.

15.3 General

The Company's rights under this Section 15 are assignable by the Company at any time.

SECTION 16. MARKET STANDOFF

In the event of an underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act, including the Company's initial public offering, no person may sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose of or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time as may be requested by the Company or such underwriters; provided, however, that in no event shall such period exceed (a) 180 days after the effective date of the registration statement for such public offering or (b) such longer period requested by the underwriters as is necessary to comply with regulatory restrictions on the publication of research reports (including, but not limited to, NYSE Rule 472 or NASD Conduct Rule 2711, or any amendments or successor rules). The limitations of this Section 16 shall in all events terminate two years after the effective date of the Company's initial public offering.

In the event of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the Company's outstanding Common Stock effected as a class without the Company's receipt of consideration, any new, substituted or additional securities distributed with respect to the shares issued under the Plan shall be immediately subject to the provisions of this Section 16, to the same extent the shares issued under the Plan are at such time covered by such provisions.

In order to enforce the limitations of this Section 16, the Company may impose stop-transfer instructions with respect to the shares until the end of the applicable standoff period.

SECTION 17. AMENDMENT AND TERMINATION

17.1 Amendment, Suspension or Termination

The Board may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, shareholder approval shall be required for any amendment to the Plan.

Subject to Section 17.3, the Board may amend the terms of any outstanding Award, prospectively or retroactively.

17.2 Term of the Plan

The Plan shall have no fixed expiration date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan's terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten years after the later of (a) the adoption of the Plan by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code. Also notwithstanding the foregoing, no Award may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan and the date the Plan is approved by the shareholders.

17.3 Consent of Participant

The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant's consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a "modification" that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 14 shall not be subject to these restrictions.

Subject to Section 18.5, but notwithstanding any other provision of the Plan to the contrary, the Board shall have broad authority to amend the Plan or any outstanding Award without the consent of the Participant to the extent the Board deems necessary or advisable to comply with, or take into account, changes in applicable tax laws, securities laws, accounting rules or other applicable law, rule or regulation.

SECTION 18. GENERAL

18.1 No Individual Rights

No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan.

Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant's employment or other relationship at any time, with or without cause.

18.2 Issuance of Shares

Notwithstanding any other provision of the Plan to the contrary, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company's counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities

Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant's own account and without any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Plan Administrator may also require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.

To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

18.3 Indemnification

Each person who is or shall have been a member of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company's approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person, unless such loss, cost, liability or expense is a result of such person's own willful misconduct or except as expressly provided

by statute; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person's own behalf.

The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company's articles of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.

18.4 No Rights as a Shareholder

Unless otherwise provided by the Plan Administrator or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award, shall entitle the

Participant to any cash dividend, voting or other right of a shareholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

18.5 Compliance with Laws and Regulations

In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an "incentive stock option" within the meaning of Section 422 of the Code.

The Plan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-l(b)(4), the exclusion applicable to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-l(b)(5), or otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan and any Awards granted under the Plan shall comply with the deferral, payout, plan termination and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such intentions; provided, however, that the Plan Administrator makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant's employment or service are intended to mean the Participant's "separation from service," within the meaning of Section 409A(a)(2)(A)(i) to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A. In addition, if the Participant is a "specified employee," within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the Participant's "separation from service," within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant's death, the Participant's estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant's separation from service or the Participant's death. Notwithstanding any other provision of the Plan to the contrary, the Plan Administrator, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A.

18.6 Participants in Other Countries or Jurisdictions

Without amending the Plan, the Plan Administrator may grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan, as may, in the judgment of the Plan Administrator, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or

jurisdictions, meet the requirements that permit the Plan to operate in a qualified or tax efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.

18.7 No Trust or Fund

The Plan is intended to constitute an "unfunded" plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

18.8 Successors

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

18.9 Severability

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Plan Administrator, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Plan Administrator's determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

18.10 Choice of Law and Venue

The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of California without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of California.

18.11 Financial Reports

To the extent required by applicable law, the Company shall provide annual financial statements of the Company to each Participant. Such financial statements need not be audited and need not be issued to key persons whose duties within the Company assure them access to equivalent information.

18.12 Legal Requirements

The granting of Awards and the issuance of shares of Common Stock under the Plan are subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

SECTION 19. EFFECTIVE DATE

The effective date (the "Effective Date") is the date on which the Plan is adopted by the Board. If the shareholders of the Company do not approve the Plan within 12 months after the Board's adoption of the

Plan, any Incentive Stock Options granted under the Plan will be treated as Nonqualified Stock Options. To the extent required under applicable law, any Award exercised before the shareholders of the Company approve the Plan shall be rescinded if the shareholders of the Company do not approve the Plan by the later of (a) within 12 months before or after the date on which the Board adopts the Plan and (b) prior to or within 12 months of the date on which any Award under the Plan is granted in California.

PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS

SUMMARY PAGE


Date of Board Action	Action	Section/Effect of Amendment	Date of Shareholder Approval
March 29, 2013	Initial Plan Adoption		March 29, 2013

APPENDIX A

DEFINITIONS

As used in the Plan:

"Acquired Entity" means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

"Acquisition Price" means the value of the per share consideration (consisting of securities, cash or other property, or any combination thereof), receivable or deemed receivable upon a Change of Control in respect of a share of Common Stock, as determined by the Plan Administrator in its sole discretion.

"Award" means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit or cash-based award or other incentive payable in cash or in shares of Common Stock, as may be designated by the Plan Administrator from time to time.

"Board'' means the Board of Directors of the Company.

"Cause," unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company's chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, whose determination shall be conclusive and binding.

"Change of Control," unless the Plan Administrator determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of:

(a) a merger or consolidation of the Company with or into any other company or other entity;

(b) a sale, in one transaction or a series of transactions undertaken with a common purpose, of all of the Company's outstanding voting securities; or

(c) a sale, lease, exchange or other transfer, in one transaction or a series of related transactions, undertaken with a common purpose of all or substantially all of the Company's assets.

Notwithstanding the foregoing, a Change of Control shall not include (i) a merger or consolidation of the Company in which the holders of the outstanding voting securities of the Company immediately prior to the merger or consolidation hold at least a majority of the outstanding voting securities of the Successor Company immediately after the merger or consolidation; (ii) a sale, lease, exchange or other transfer of all or substantially all of the Company's assets to a majority-owned subsidiary company; (iii) a transaction undertaken for the principal purpose of restructuring the capital of the Company, including, but not limited to, reincorporating the Company in a different jurisdiction, converting the Company to a limited liability company or creating a holding company; or (iv) any transaction that the Board determines is not a Change of Control for purposes of the Plan.

Where a series of transactions undertaken with a common purpose is deemed to be a Change of Control, the date of such Change of Control shall be the date on which the last of such transactions is consummated.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Common Stock" means the common stock, no par value, of the Company.

"Company" means User Testing, Inc., a California corporation.

"Disability," unless otherwise defined by the Plan Administrator for purposes of the Plan or in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as determined by the Company's chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Board, each of whose determination shall be conclusive and binding.

"Effective Date" has the meaning set forth in Section 19.

"Eligible Person" means any person eligible to receive an Award as set forth in Section 5.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time.

"Fair Market Value" means the per share fair market value of the Common Stock as established in good faith by the Plan Administrator or, if the Common Stock is publicly traded, the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Plan Administrator using such methods or procedures as it may establish.

"Grant Date" means the later of (a) the date on which the Plan Administrator completes the corporate action authorizing the grant of an Award or such later date specified by the Plan Administrator and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

"Incentive Stock Option" means an Option granted with the intention that it qualify as an "incentive stock option" as that term is defined for purposes of Section 422 of the Code or any successor provision.

"Nonqualified Stock Option" means an Option other than an Incentive Stock Option.

"Option" means a right to purchase Common Stock granted under Section 7.

"Option Expiration Date" means the last day of the maximum term of an Option.

"Option Term" means the maximum term of an Option as set forth in Section 7.3.

"Participant" means any Eligible Person to whom an Award is granted.

R-B

"Plan" means the User Testing, Inc. 2013 Equity Incentive Plan.

"Plan Administrator" has the meaning set forth in Section 3.1.

"Related Company" means any entity that, directly or indirectly, is in control of, is controlled by or is under common control with the Company.

"Restricted Stock" means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed by the Plan Administrator.

"Retirement," unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means "Retirement" as defined for purposes of the Plan by the Plan Administrator or the Company's chief human resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date the Participant reaches "normal retirement age," as that term is defined in Section 41l(a)(8) of the Code.

"Section 409A" means Section 409A of the Code.

"Securities Act" means the Securities Act of 1933, as amended from time to time.

"Stock Appreciation Right" or "SAR" means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified number of shares of Common Stock over the grant price.

"Stock Award'' means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Plan Administrator.

"Stock Unit" means an Award denominated in units of Common Stock granted under Section 10.

"Substitute Awards" means Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity.

"Successor Company" means the surviving company, the successor company, the acquiring company or its parent, as applicable, in connection with a Change of Control.

"Termination of Service," unless the Plan Administrator determines otherwise with respect to an Award, means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company's chief human resources officer or other person performing that function or, with respect to directors and executive officers, by the Board, whose determination shall be conclusive and binding. Transfer of a Participant's employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Board determines otherwise, a Termination of Service shall be deemed to occur if the Participant's employment or service relationship is with an entity that has ceased to be a Related Company. A Participant's change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company, or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered a Termination of Service.

R-B

"Vesting Commencement Date" means the Grant Date or such other date selected by the Plan Administrator as the date from which an Award begins to vest.

R-B

USER TESTING, INC.

2013 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Pursuant to your Stock Option Grant Notice (the "Grant Notice") and this Stock Option Agreement (this "Agreement"), User Testing, Inc. (the "Company") has granted you an Option under its 2013 Equity Incentive Plan (the "Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan.

The details of the Option are as follows:

1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate.

2. Securities Law Compliance. Notwithstanding any other provision of this Agreement, you may not exercise the Option unless the Shares issuable upon exercise are registered under the Securities Act or, if such Shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act. The exercise of the Option must also comply with other applicable laws and regulations governing the Option, and you may not exercise the Option if the Company determines that such exercise would not be in material compliance with such laws and regulations.

3. Incentive Stock Option Qualification. If so designated in your Grant Notice, all or a portion of the Option is intended to qualify as an Incentive Stock Option under federal income tax law, but the Company does not represent or guarantee that the Option qualifies as such.

If the Option has been designated as an incentive Stock Option and the aggregate fair Market Value (determined as of the grant date) of the shares of Common Stock subject to the portions of the Option and all other Incentive Stock Options you hold that first become exercisable during any calendar year exceeds $100,000, any excess portion will be treated as a Nonqualified Stock Option, unless the internal Revenue Service changes the rules and regulations governing the $100,000 limit for Incentive Stock Options. A portion of the Option may be treated as a Nonqualified Stock Option if certain events cause exercisability of the Option to accelerate.

4. Notice of Disqualifying Disposition. To the extent the Option has been designated as an Incentive Stock Option, to obtain certain tax benefits afforded to Incentive Stock Options, you must hold the Shares issued upon the exercise of the Option for two years after the Grant Date and one year after the date of exercise. By accepting the Option you agree to promptly notify the Company if you dispose of any of the Shares within one year from the date you exercise all or part of the Option or within two years from the Grant Date.

5. Alternative Minimum Tax. You may be subject to the alternative minimum tax at the time of exercise of an Incentive Stock Option.

6. Independent Tax Advice. You should obtain tax advice when exercising the Option and prior to the disposition of the Shares.

7. Method of Exercise. You may exercise the Option by giving written notice to the Company, in form and substance satisfactory to the Company, which will state your election to exercise the Option and the number of Shares for which you are exercising the Option. The written notice must be accompanied by full payment of the exercise price for the number of Shares you are purchasing. You may make this payment in any combination of the following: (a) by cash; (b) by check acceptable to the Company; (c) if permitted by the Plan Administrator for Nonqualified Stock Options, by having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have a Fair Market Value on the date of exercise of the Option equal to the exercise price of the Option; (d) if permitted by the Plan Administrator, by using shares of Common Stock you already own; (e) if the Common Stock is registered under the Exchange Act and to the extent permitted by law, by instructing a broker to deliver to the Company the total payment required, all in accordance with the regulations of the Federal Reserve Board; or (f) by any other method permitted by the Plan Administrator.

8. First Refusal Rights; Voting and Other Restrictions. So long as the Common Stock is not registered under the Exchange Act, the Plan Administrator may, in its sole discretion at the time of exercise, require you to sign a stock purchase agreement and/or a shareholders' agreement or other similar agreement, in the form designated by the Plan Administrator, pursuant to which you will grant to the Company and/or its shareholders certain rights, including, but not limited to, repurchase, co-sale and/or first refusal rights, and agree to certain additional transfer and voting restrictions, with respect to the Shares acquired by you upon exercise of the Option. Upon request to the Company, you may review a current form of all such agreement(s) prior to exercise of the Option.

9. Market Standoff. You agree that any Shares received upon exercise of the Option will be subject to the market standoff restrictions on transfer set forth in the Plan.

10. Treatment Upon Termination of Employment or Service Relationship. The unvested portion of the Option will terminate automatically and without further notice immediately upon your Termination of Service. You may exercise the vested portion of the Option as follows:

a. General Rule. You must exercise the vested portion of the Option on or before the earlier of (i) three months after your Termination of Service and (ii) the Option Expiration Date.

b. Retirement or Disability. In the event of your Termination of Service due to Retirement or disability, you must exercise the vested portion of the Option on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date.

c. Death. In the case of your Termination of Service due to your death, the vested portion of the Option must be exercised on or before the earlier of (i) one year after your Termination of Service and (ii) the Option Expiration Date. If you die after your Termination of Service but while the Option is still exercisable, the vested portion of the Option may be exercised until the earlier of (x) one year after the date of death and (y) the Option Expiration Date.

d. Cause. The vested portion of the Option will automatically expire at the time the Company first notifies you of your Termination of Service for Cause, unless the Plan Administrator determines otherwise. If your employment or service relationship is suspended pending an investigation of whether you will be terminated for Cause, all your

rights under the Option likewise will be suspended during the period of investigation. If any facts that would constitute termination for Cause are discovered after your Termination of Service, any Option you then hold may be immediately terminated by the Plan Administrator. The Option must be exercised within three months after termination of employment for reasons other than death or disability and one year after termination of employment due to disability to qualify for the beneficial tax treatment afforded Incentive Stock Options. For purposes of the preceding, "disability" has the meaning attributed to that term for purposes of Section 422 of the Code.

IT IS YOUR RESPONSIBILITY TO BE AWARE OF THE DATE THE OPTION TERMINATES.

11. Limited Transferability. During your lifetime only you can exercise the Option. The Option is not transferable except by will or by the applicable laws of descent and distribution. The Plan provides for exercise of the Option by a beneficiary designated on a Company-approved form or the personal representative of your estate. Notwithstanding the foregoing and to the extent permitted by the Plan and Section 422 of the Code, the Plan Administrator, in its sole discretion may permit you to assign or transfer the Option, subject to such terms and conditions as specified by the Plan Administrator.

12. Withholding Taxes. As a condition to the exercise of any portion of the Option, you must make such arrangements as the Company may require for the satisfaction of any federal, state, local or foreign tax withholding obligations that may arise in connection with such exercise.

13. Option Not an Employment or Service Contract. Nothing in the Plan or this Agreement will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of or to continue any other relationship with the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate your employment or other relationship at any time, with or without Cause.

14. No Right to Damages. You will have no right to bring a claim or to receive damages if you are required to exercise the vested portion of the Option within three months (one year in the case of Retirement, Disability or death) of your Termination of Service or if any portion of the Option is cancelled or expires unexercised. The loss of existing or potential profit in the Option will not constitute an element of damages in the event of your Termination of Service for any reason even if the termination is in violation of an obligation of the Company or a Related Company to you.

15. Binding Effect. This Agreement will inure to the benefit of the successors and assigns of the Company and be binding upon you and your heirs, executors, administrators, successors and assigns.

16. Section 409A Compliance. Notwithstanding any provision in the Plan or this Agreement to the contrary, the Plan Administrator may at any time and without your consent modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A of the Code; provided however, that the Plan Administrator makes no representations that the Option shall be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the Option.

Exhibit 10.3

USERTESTING, INC.

2021 EQUITY INCENTIVE PLAN

1.PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined in Section 28.

2.SHARES SUBJECT TO THE PLAN.

2.1Number of Shares Available. Subject to Sections 2.6 and 21 and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 15,700,000 Shares, plus (a) any reserved Shares not issued or subject to outstanding awards granted under the Company’s 2013 Equity Incentive Plan, as amended (the “Prior Plan”) on the Effective Date (as defined below), and (b) Shares subject to issuance upon exercise of an Option or RSU granted under the Prior Plan but which cease to be subject to (i) the Option for any reason other than exercise of the Option or (ii) the RSU for any reason other than settlement of the RSU.

2.2Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR, (b) are subject to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price, (c) are subject to Awards granted under this Plan that otherwise terminate without such Shares being issued or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for grant and issuance in connection with subsequent Awards under this Plan. For the avoidance of doubt, Shares that otherwise become available for grant and issuance because of the provisions of this Section 2.2 will not include Shares subject to Awards that initially became available because of the substitution clause in Section 21.2 hereof.

2.3Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all outstanding Awards granted under this Plan.

2.4Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on January 1 of each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) five percent (5%) of the number of shares of all classes of the Company’s common stock issued and outstanding (on an as converted to common

stock basis) on each December 31 of the prior year immediately prior to the date of increase or (b) such number of Shares determined by the Board.

2.5 ISO Limitation. No more than 47,100,000 Shares will be issued pursuant to the exercise of ISOs granted under the Plan.

2.6Adjustment of Shares. If the number or class of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution (whether in cash, shares, or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination, consolidation, reclassification, spin-off, or similar change in the capital structure of the Company, without consideration, then (a) the number and class of Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including Shares reserved under sub-clauses (a)-(e) of Section 2.1, (b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) the number and class of Shares subject to other outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5, will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities or other laws, provided that fractions of a Share will not be issued.

If, by reason of an adjustment pursuant to this Section 2.6, a Participant’s Award Agreement or other agreement related to any Award, or the Shares subject to such Award, covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or such other agreement in respect thereof, will be subject to all of the terms, conditions, and restrictions which were applicable to the Award or the Shares subject to such Award prior to such adjustment.

3.ELIGIBILITY. ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors, and Independent Directors, provided that such Consultants, Directors, and Independent Directors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction.

4.ADMINISTRATION.

4.1Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms, and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan, except, however, the Board will establish the terms for the grant of an Award to Independent Directors. The Committee will have the authority to:

(a)construe and interpret this Plan, any Award Agreement, and any other agreement or document executed pursuant to this Plan;

(b)prescribe, amend, and rescind rules and regulations relating to this Plan or any Award;

(c)select persons to receive Awards;

(d)determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the Exercise Price, the time or times when Awards may vest and be exercised (which may be based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations or any other tax liability legally due, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Committee will determine;

(e)determine the number of Shares or other consideration subject to Awards;

(f)determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair Market Value in connection with circumstances that impact the Fair Market Value, if necessary;

(g)determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary, or Affiliate;

(h)grant waivers of Plan or Award conditions;

(i)determine the vesting, exercisability, and payment of Awards;

(j)correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;

(k)determine whether an Award has been vested and/or earned;

(l)determine the terms and conditions of any, and to institute any Exchange Program;

(m)reduce, waive or modify any criteria with respect to Performance Factors;

(n)adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events, or circumstances to avoid windfalls or hardships;

(o)adopt terms and conditions, rules, and/or procedures (including the adoption of any subplan under this Plan) relating to the operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States or to qualify Awards for special tax treatment under laws of jurisdictions other than the United States;

(p)exercise discretion with respect to Performance Awards;

(q)make all other determinations necessary or advisable for the administration of this Plan; and

(r)delegate any of the foregoing to a subcommittee or to one or more executive officers pursuant to a specific delegation as permitted by applicable law, including Section 157(c) of the Delaware General Corporation Law.

4.2Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on the Company and the Participant. The Committee may delegate to one or more executive officers the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding on the Company and the Participant.

4.3Section 16 of the Exchange Act. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).

4.4Documentation. The Award Agreement for a given Award, the Plan, and any other documents may be delivered to, and accepted by, a Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.

4.5Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in other countries in which the Company, its Subsidiaries, and Affiliates operate or have Employees or other individuals eligible for Awards, the Committee, in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and Affiliates will be covered by the Plan; (b) determine which individuals outside the United States are eligible to participate in the Plan, which may include individuals who provide services to the Company, Subsidiary or Affiliate under an agreement with a foreign nation or agency; (c) modify the terms and conditions of any Award granted to individuals outside the United States or foreign nationals to comply with applicable foreign laws, policies, customs, and practices; (d) establish subplans and modify exercise procedures, vesting conditions, and other terms and procedures to the extent the Committee determines such actions to be necessary or advisable (and such subplans and/or modifications will be attached to this Plan as appendices, if necessary); and (e) take any action, before or after an Award is made, that the Committee determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals, provided, however, that no action taken under this Section 4.5 will increase the Share limitations contained in Section 2.1 hereof. Notwithstanding the foregoing, the Committee may not take any actions hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable United States securities law, the Code, or any other applicable United States governing statute or law.

5.OPTIONS. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may grant Options to eligible Employees, Consultants, and Directors and will determine whether such Options will be Incentive Stock

Options within the meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following terms of this section.

5.1Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need not be, awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine the nature, length, and starting date of any Performance Period for each Option; and (b) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals and other criteria.

5.2Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, or a specified future date. The Award Agreement will be delivered to the Participant within a reasonable time after the granting of the Option.

5.3Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement governing such Option, provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted and provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Stockholder”) will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.

5.4Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted, provided that: (a) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant, and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 11 and the Award Agreement and in accordance with any procedures established by the Company.

5.5Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Committee may specify from time to time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third-party administrator), and (b) full payment for the Shares with respect to which the Option is exercised

(together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6 of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

5.6Termination of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability, then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates no later than three (3) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise of an ISO beyond three (3) months after the date Participant’s employment terminates deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options.

(a)Death. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within three (3) months after Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee), but in any event no later than the expiration date of the Options.

(b)Disability. If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the date Participant’s Service terminates (or such shorter or longer time period as may be determined by the Committee, with any exercise beyond (a) three (3) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is not a “permanent and total disability” as defined in Section 22(e)(3) of the Code or (b) twelve (12) months after the date Participant’s employment terminates when the termination of Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of an NSO), but in any event no later than the expiration date of the Options.

(c)Cause. Unless otherwise determined by the Committee, if the Participant’s Service terminates for Cause, then Participant’s Options (whether or not vested) will expire on the date of termination of Participant’s Service if the Committee has reasonably determined in good faith that such cessation of Services has resulted in connection with an act or failure to act constituting Cause (or such Participant’s Services could have been terminated for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith) at the time such Participant terminated Service), or at such later time and on such conditions as are determined by the Committee, but in any event no later than the expiration date of the Options. Unless otherwise provided in an employment agreement, Award Agreement, or other applicable agreement, Cause will have the meaning set forth in the Plan.

5.7Limitations on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 5.7, ISOs will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment.

5.8Modification, Extension or Renewal. The Committee may modify, extend, or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed, or otherwise altered will be treated in accordance with Section 424(h) of the Code. Subject to Section 18 of this Plan, by written notice to affected Participants, the Committee may reduce the Exercise Price of outstanding Options without the consent of such Participants, provided, however, that the Exercise Price may not be reduced below the Fair Market Value on the date the action is taken to reduce the Exercise Price.

5.9No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended, or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.

6.RESTRICTED STOCK UNITS. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant, or Director covering a number of Shares that may be settled by issuance of those Shares (which may consist of Restricted Stock) or in cash. All RSUs will be made pursuant to an Award Agreement.

6.1Terms of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to the RSU, (b) the time or times during

which the RSU may be settled, (c) the consideration to be distributed on settlement, and (d) the effect of the Participant’s termination of Service on each RSU, provided that no RSU will have a term longer than ten (10) years. An RSU may be awarded upon satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (i) determine the nature, length, and starting date of any Performance Period for the RSU; (ii) select from among the Performance Factors to be used to measure the performance, if any; and (iii) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and Participants may participate simultaneously with respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria.

6.2Form and Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both. The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.

6.3Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

7.RESTRICTED STOCK AWARDS. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant, or Director Shares that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number of Shares the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject, and all other terms and conditions of the Restricted Stock Award, subject to the Plan.

7.1 Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement. Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If the Participant does not accept such Award within thirty (30) days, then the offer to purchase such Restricted Stock Award will terminate, unless the Committee determines otherwise.

7.2Purchase Price. The Purchase Price for Shares issued pursuant to a Restricted Stock Award will be determined by the Committee and may be less than Fair Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 11 of the Plan, and the Award Agreement and in accordance with any procedures established by the Company.

7.3Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are required by law. These restrictions may be

based on completion of a specified period of Service with the Company or upon completion of Performance Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award, the Committee will: (a) determine the nature, length, and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria.

7.4Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

8.STOCK BONUS AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services to be rendered or for past Services already rendered to the Company or any Parent, Subsidiary, or Affiliate. All Stock Bonus Awards will be made pursuant to an Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.

8.1Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified period of Service with the Company or upon satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s Stock Bonus Agreement. Prior to the grant of any Stock Bonus Award the Committee will: (a) determine the restrictions to which the Stock Bonus Award is subject, including the nature, length, and starting date of any Performance Period for the Stock Bonus Award; (b) select from among the Performance Factors, if any, to be used to measure performance goals; and (c) determine the number of Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.

8.2 Form of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.

8.3Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s Service terminates (unless determined otherwise by the Committee).

9.STOCK APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant, or Director that may be settled in cash or Shares (which may consist of Restricted Stock) having a value equal to (a) the difference between the Fair Market Value on the date of exercise over the Exercise Price multiplied by (b) the number of

Shares with respect to which the SAR is being settled (subject to any maximum number of Shares that may be issuable as specified in an Award Agreement). All SARs will be made pursuant to an Award Agreement.

9.1Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject to the SAR, (b) the Exercise Price and the time or times during which the SAR may be exercised and settled, (c) the consideration to be distributed on exercise and settlement of the SAR, and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted and may not be less than Fair Market Value of the Shares on the date of grant. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of Performance Factors, then the Committee will: (i) determine the nature, length, and starting date of any Performance Period for each SAR; and (ii) select from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.

9.2Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date, provided that no SAR will be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.

9.3Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with such interest, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.

9.4 Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).

10.PERFORMANCE AWARDS.

10.1Types of Performance Awards. A Performance Award is an award to an eligible Employee, Consultant, or Director that is based upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee, and may be settled in cash, Shares (which may consist of, without limitation, Restricted Stock), other property, or any combination thereof. Grants of Performance Awards will be made pursuant to an Award Agreement that cites Section 10 of the Plan.

(a)Performance Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded, and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares will consist of a unit valued by reference to a designated number of Shares, the value of which may be paid to the Participant by delivery of Shares or, if set forth in the instrument evidencing the Award, of such property as the Committee will determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee will determine in its sole discretion.

(b)Performance Units. The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded, and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units will consist of a unit valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee will determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.

(c)Cash-Settled Performance Awards. The Committee may also grant cash-settled Performance Awards to Participants under the terms of this Plan. Such awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by the Committee for the relevant performance period.

10.2Terms of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each Performance Award including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares deemed subject to an award of Performance Shares, (c) the Performance Factors and Performance Period that will determine the time and extent to which each award of Performance Shares will be settled, (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination of Service on each Performance Award. In establishing Performance Factors and the Performance Period the Committee will: (i) determine the nature, length, and starting date of any Performance Period; (ii) select from among the Performance Factors to be used; and (iii) determine the number of Shares deemed subject to the award of Performance Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Prior to settlement

the Committee will determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.

10.3Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the Committee).

11.PAYMENT FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the applicable Award Agreement):

(a)by cancellation of indebtedness of the Company to the Participant;

(b)by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Award will be exercised or settled;

(c)by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a Parent or Subsidiary;

(d)by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program implemented by the Company in connection with the Plan;

(e)by any combination of the foregoing; or

(f)by any other method of payment as is permitted by applicable law.

The Committee may limit the availability of any method of payment, to the extent the Committee determines, in its discretion, such limitation is necessary or advisable to comply with applicable law or facilitate the administration of the Plan.

12.GRANTS TO INDEPENDENT DIRECTORS.

12.1General. Independent Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to this Section 12 may be automatically made pursuant to policy adopted by the Board or made from time to time as determined in the discretion of the Board. No Independent Director may receive Awards under the Plan that, when combined with cash compensation received for service as a Independent Director, exceed Seven Hundred Fifty Thousand Dollars ($750,000) in value (as described below) in any calendar year, increased to One Million Dollars ($1,000,000) in value (as described below) in the calendar year of his or her initial service as a Independent Director. The value of Awards for purposes of complying with this maximum will be determined as follows: (a) for Options and SARs, grant date fair value will be calculated using the Company’s regular valuation methodology for

determining the grant date fair value of Options for reporting purposes, and (b) for all other Awards other than Options and SARs, grant date fair value will be determined by either (i) calculating the product of the Fair Market Value per Share on the date of grant and the aggregate number of Shares subject to the Award, or (ii) calculating the product using an average of the Fair Market Value over a number of trading days and the aggregate number of Shares subject to the Award as determined by the Committee. Awards granted to an individual while he or she was serving in the capacity as an Employee or while he or she was a Consultant but not an Independent Director will not count for purposes of the limitations set forth in this Section 12.1.

12.2Eligibility. Awards pursuant to this Section 12 will be granted only to Independent Directors. An Independent Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12.

12.3Vesting, Exercisability and Settlement. Except as set forth in Section 21, Awards will vest, become exercisable, and be settled as determined by the Board. With respect to Options and SARs, the exercise price granted to Independent Directors will not be less than the Fair Market Value of the Shares at the time that such Option or SAR is granted.

12.4Election to Receive Awards in Lieu of Cash. An Independent Director may elect to receive his or her annual retainer payments and/or meeting fees from the Company in the form of cash or Awards or a combination thereof, if permitted, and as determined, by the Committee. Such Awards will be issued under the Plan. An election under this Section 12.4 will be filed with the Company on the form prescribed by the Company.

13.WITHHOLDING TAXES.

13.1Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs, the Company may require the Participant to remit to the Company, or to the Parent, Subsidiary, or Affiliate, as applicable, employing the Participant an amount sufficient to satisfy applicable U.S. federal, state, local, and international income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items (the “Tax-Related Items”) legally due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable withholding obligations for Tax-Related Items. Unless otherwise determined by the Committee, the Fair Market Value of the Shares will be determined as of the date that the taxes are required to be withheld and such Shares will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of the previous trading day.

13.2Stock Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such Tax Related Items legally due from the Participant, in whole or in part by (without limitation) (a) paying cash, (b) having the Company withhold otherwise deliverable cash or Shares having a Fair Market Value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-

owned shares having a Fair Market Value equal to the Tax-Related Items to be withheld, or (d) withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an Award either through a voluntary sale or through a mandatory sale arranged by the Company. The Company may withhold or account for these Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including up to the maximum permissible statutory tax rate for the applicable tax jurisdiction, to the extent consistent with applicable laws.

14. TRANSFERABILITY. Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable, including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative; (b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except ISOs, by a Permitted Transferee.

15.PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.

15.1Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend Equivalent Rights will be subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee may provide that any Dividend Equivalent Rights permitted by an applicable Award Agreement will be deemed to have been reinvested in additional Shares or otherwise reinvested. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will have no right to such stock dividends or stock distributions with respect to Unvested Shares, and any such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares. The Committee, in its discretion, may provide in the Award Agreement evidencing any Award that the Participant will be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends on Shares underlying an Award during the period beginning on the date the Award is granted and ending, with respect to each Share subject to the Award, on the earlier of the date on which the Award is exercised or settled or the date on which it is forfeited provided, that no Dividend Equivalent Right will be paid with respect to the Unvested Shares, and such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested Shares become

vested Shares. Such Dividend Equivalent Rights, if any, will be credited to the Participant in the form of additional whole Shares as of the date of payment of such cash dividends on Shares.

15.2Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to repurchase (a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination of Service at any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date Participant’s Service terminates and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase Price or Exercise Price, as the case may be.

16.CERTIFICATES. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer orders, legends, and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state, or foreign securities law, or any rules, regulations, and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted, and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.

17.ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note, provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.

18.REPRICING; EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (a) reprice Options or SARs (and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing), and (b) with the consent of the respective Participants (unless not required pursuant to Section 5.9 of the Plan), pay cash or issue new Awards in exchange for the surrender and cancellation of any, or all, outstanding Awards.

19.SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable U.S. and foreign federal and state securities and exchange control and other laws, rules, and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Shares under any state, federal, or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification, or listing requirements of any foreign or state securities laws, exchange control laws, stock exchange, or automated quotation system, and the Company will have no liability for any inability or failure to do so.

20.NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary, or Affiliate or limit in any way the right of the Company or any Parent, Subsidiary, or Affiliate to terminate Participant’s employment or other relationship at any time.

21.CORPORATE TRANSACTIONS.

21.1Assumption or Replacement of Awards by Successor. In the event that the Company is subject to a Corporate Transaction, outstanding Awards acquired under the Plan shall be subject to the agreement evidencing the Corporate Transaction, which need not treat all outstanding Awards in an identical manner. Such agreement, without the Participant’s consent, shall provide for one or more of the following with respect to all outstanding Awards as of the effective date of such Corporate Transaction:

(a)The continuation of an outstanding Award by the Company (if the Company is the successor entity).

(b)The assumption of an outstanding Award by the successor or acquiring entity (if any) of such Corporate Transaction (or by its parents, if any), which assumption, will be binding on all selected Participants; provided that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable.

(c)The substitution by the successor or acquiring entity in such Corporate Transaction (or by its parents, if any) of equivalent awards with substantially the same terms for such outstanding Awards (except that the exercise price and the number and nature of shares issuable upon exercise of any such option or stock appreciation right, or any award that is subject

to Section 409A of the Code, will be adjusted appropriately pursuant to Section 424(a) of the Code and/or Section 409A of the Code, as applicable).

(d)The full or partial acceleration of exercisability or vesting and accelerated expiration of an outstanding Award and lapse of the Company’s right to repurchase or re-acquire shares acquired under an Award or lapse of forfeiture rights with respect to shares acquired under an Award.

(e)The settlement of the full value of such outstanding Award (whether or not then vested or exercisable) in cash, cash equivalents, or securities of the successor entity (or its parent, if any) with a Fair Market Value equal to the required amount, followed by the cancellation of such Awards; provided however, that such Award may be cancelled if such Award has no value, as determined by the Committee, in its discretion. Subject to Section 409A of the Code, such payment may be made in installments and may be deferred until the date or dates the Award would have become exercisable or vested. Such payment may be subject to vesting based on the Participant’s continued service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which the Award would have become vested or exercisable. For purposes of this Section 21.1(e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security.

The Board shall have full power and authority to assign the Company’s right to repurchase or re-acquire or forfeiture rights to such successor or acquiring corporation. In addition, in the event such successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant in writing or electronically that such Participant’s Award will, if exercisable, be exercisable for a period of time determined by the Committee in its sole discretion, and such Award will terminate upon the expiration of such period. Awards need not be treated similarly in a Corporate Transaction and treatment may vary from Award to Award and/or from Participant to Participant.

21.2Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either: (a) granting an Award under this Plan in substitution of such other company’s award, or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute

Awards will not reduce the number of Shares authorized for grant under the Plan or authorized for grant to a Participant in a calendar year.

21.3Independent Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the vesting of all Awards granted to Independent Directors will accelerate and such Awards will become exercisable (as applicable) in full prior to the consummation of such event at such times and on such conditions as the Committee determines.

22.ADOPTION AND STOCKHOLDER APPROVAL. This Plan will be submitted for the approval of the Company’s stockholders, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.

23.TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder will be governed by and construed in accordance with the laws of the State of Delaware (excluding its conflict of laws rules).

24.AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including, without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan, provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval, provided further that a Participant’s Award will be governed by the version of this Plan then in effect at the time such Award was granted. No termination or amendment of the Plan will affect any then-outstanding Award unless expressly provided by the Committee. In any event, no termination or amendment of the Plan or any outstanding Award may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is necessary to comply with applicable law, regulation, or rule.

25.NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.

26.INSIDER TRADING POLICY. Each Participant who receives an Award will comply with any policy adopted by the Company from time to time covering transactions in the Company’s securities by Employees, officers, and/or Directors of the Company, as well as with any applicable insider trading or market abuse laws to which the Participant may be subject.

27.ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required

by law during the term of Participant’s employment or other service with the Company that is applicable to officers, Employees, Directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the recoupment of any gains realized with respect to Awards.

28.DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:

28.1“Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company, and (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.

28.2“Award” means any award under the Plan, including any Option, Performance Award, Cash Award, Restricted Stock, Stock Bonus, Stock Appreciation Right, or Restricted Stock Unit.

28.3“Award Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S. Participants, which will be in substantially a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements that are not used for Insiders, the Committee’s delegate(s)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.

28.4“Board” means the Board of Directors of the Company.

28.5 “Cause” means a determination by the Company that the Participant has committed an act or acts constituting any of the following: (i) material dishonesty, fraud, willful misconduct or gross negligence in connection with Participant’s duties to the Company, (ii) unauthorized disclosure or use of the Company’s confidential or proprietary information, which use or disclosure causes harm to the Company, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding a Company competitor, (v) conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony, (vi) violation or breach of, or failure to comply with, the Company’s code of ethics or conduct, any of the Company’s rules, policies or procedures applicable to the Participant or any agreement in effect between the Company and the Participant, (vii) failure to cooperate with the Company in any investigation or formal proceeding if the Company has requested Participant’s reasonable cooperation, or (viii) other conduct by Participant that could be expected to be materially harmful to the business, interests or reputation of the Company. The determination as to whether Cause for a Participant’s termination exists will be made in good faith by the Company and will be final and binding on the Participant. This definition does not in any way limit the Company’s or any Parent’s or Subsidiary’s ability to terminate a Participant’s employment or services at any time as provided in Section 20 above. Notwithstanding the foregoing, the foregoing definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment

agreement, Award Agreement, or other applicable agreement with any Participant, provided that such document supersedes the definition provided in this Section 28.5.

28.6“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

28.7“Committee” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the Plan, has been delegated as permitted by law.

28.8“Common Stock” means the common stock of the Company.

28.9“Company” means UserTesting, Inc., a Delaware corporation, or any successor corporation.

28.10“Consultant” means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent, Subsidiary, or Affiliate to render services to such entity.

28.11“Corporate Transaction” means the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities, provided, however, that for purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of capital stock of the Company), or (e) a change in the effective control of the Company that occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, to the extent that any amount constituting deferred

compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a Corporate Transaction, such amount will become payable only if the event constituting a Corporate Transaction would also qualify as a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS guidance that has been promulgated or may be promulgated thereunder from time to time.

28.12“Director” means a member of the Board.

28.13“Disability” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.

28.14“Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by the Plan, to receive a credit for the account of such Participant in an amount equal to the cash, stock, or other property dividends in amounts equal equivalent to cash, stock, or other property dividends for each Share represented by an Award held by such Participant.

28.15“Effective Date” means the day immediately prior to the Company’s IPO Registration Date, subject to approval of the Plan by the Company’s stockholders.

28.16“Employee” means any person, including officers and Directors, providing services as an employee to the Company or any Parent, Subsidiary, or Affiliate. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

28.17“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

28.18“Exchange Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled, or exchanged for cash, the same type of Award, or a different Award (or combination thereof); or (b) the exercise price of an outstanding Award is increased or reduced.

28.19 “Exercise Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.

28.20“Fair Market Value” means, as of any date, the value of a Share, determined as follows:

(a)if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(b)if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee deems reliable;

(c)in the case of an Option or SAR grant made on the IPO Registration Date, the price per share at which Shares are initially offered for sale to the public by the Company’s underwriters in the initial public offering of Shares as set forth in the Company’s final prospectus included within the registration statement on Form S-1 filed with the SEC under the Securities Act; or

(d)by the Board or the Committee in good faith.

28.21“Insider” means an officer or Director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act.

28.22“IPO Registration Date” means the date on which the Company’s registration statement on Form S-1 in connection with its initial public offering of common stock is declared effective by the SEC under the Securities Act.

28.23“IRS” means the United States Internal Revenue Service.

28.24“Independent Director” means a director that is “independent” as such term is defined under the stock exchange upon which the Common Stock is listed.

28.25“Option” means an award of an option to purchase Shares pursuant to Section 5.

28.26“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

28.27“Participant” means a person who holds an Award under this Plan.

28.28“Performance Award” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon achieving certain performance goals established by the Committee.

28.29 “Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the following measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:

(a)profit before tax;

(b)billings;

(c)revenue;

(d)net revenue;

(e)earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based compensation expenses, depreciation, and amortization);

(f)operating income;

(g)operating margin;

(h)operating profit;

(i)controllable operating profit or net operating profit;

(j)net profit;

(k)gross margin;

(l)operating expenses or operating expenses as a percentage of revenue;

(m)net income;

(n)earnings per share;

(o)total stockholder return;

(p)market share;

(q)return on assets or net assets;

(r)the Company’s stock price;

(s)growth in stockholder value relative to a pre-determined index;

(t)return on equity;

(u)return on invested capital;

(v) cash flow (including free cash flow or operating cash flows);

(w)cash conversion cycle;

(x)economic value added;

(y)individual confidential business objectives;

(z)contract awards or backlog;

(aa)overhead or other expense reduction;

(bb)credit rating;

(cc)strategic plan development and implementation;

(dd)succession plan development and implementation;

(ee)improvement in workforce diversity;

(ff)customer indicators and/or satisfaction;

(gg)new product invention or innovation;

(hh)attainment of research and development milestones;

(ii)improvements in productivity;

(jj)bookings;

(kk)attainment of objective operating goals and employee metrics;

(ll)sales;

(mm)expenses;

(nn)balance of cash, cash equivalents, and marketable securities;

(oo)completion of an identified special project;

(pp)completion of a joint venture or other corporate transaction;

(qq)employee satisfaction and/or retention;

(rr)research and development expenses;

(ss)working capital targets and changes in working capital; and

(tt)any other metric that is capable of measurement as determined by the Committee.

The Committee may provide for one or more equitable adjustments to the Performance Factors to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant, such as but not limited to, adjustments in recognition of unusual or non-recurring items such as acquisition related activities or changes in applicable accounting rules. It is within the sole discretion of the Committee to make or not make any such equitable adjustments.

28.30“Performance Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Factors will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.

28.31“Performance Share” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon achieving certain performance goals established by the Committee.

28.32“Performance Unit” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon achieving certain performance goals established by the Committee.

28.33“Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any person sharing the Employee’s household (other than a tenant or employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.

28.34“Plan” means this UserTesting, Inc. 2021 Equity Incentive Plan.

28.35“Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an Option or SAR.

28.36“Restricted Stock Award” means an Award as defined in Section 6 and granted under the Plan, or issued pursuant to the early exercise of an Option.

28.37“Restricted Stock Unit” means an Award as defined in Section 9 and granted under the Plan.

28.38“SEC” means the United States Securities and Exchange Commission.

28.39“Securities Act” means the United States Securities Act of 1933, as amended.

28.40“Service” will mean service as an Employee, Consultant, Director, or Independent Director, to the Company or a Parent, Subsidiary, or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be deemed to have ceased to provide Service in the case of any leave of absence approved by the Company. In the case of any Employee on an approved leave of absence or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make such provisions respecting suspension of or modification to vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary or Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. In the event of military or other protected leave, if required by applicable laws, vesting will continue for the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning from military leave, he or she will be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide Service to the Company throughout the leave on the same terms as he or she was providing Service immediately prior to such leave. An employee shall have terminated employment as of the date he or she ceases to provide Service (regardless of whether the termination is in breach of local employment laws or is later found to be invalid) and employment shall not be extended by any notice period or garden leave mandated by local law, provided, however, that a change in status between an Employee, Consultant, Director or Independent Director shall not terminate the Participant’s Service, unless determined by the Committee, in its discretion or to the extent set forth in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide Service and the effective date on which the Participant ceased to provide Service. An employee will have terminated employment as of the date he or she ceases to provide Service (regardless of whether the termination is in breach of local employment laws or is later found to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided, however, that a change in status from an Employee to a Consultant or Independent Director (or vice versa) will not terminate the Participant’s Service, unless determined by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide Service and the effective date on which the Participant ceased to provide Service.

28.41“Shares” means shares of the Common Stock and the common stock of any successor entity of the Company.

28.42“Stock Appreciation Right” means an Award defined in Section 8 and granted under the Plan.

28.43“Stock Bonus” means an Award defined in Section 7 and granted under the Plan.

28.44“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

28.45“Treasury Regulations” means regulations promulgated by the United States Treasury Department.

28.46“Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any successor thereto).

NOTICE OF STOCK OPTION GRANT

USERTESTING, INC.

2021 EQUITY INCENTIVE PLAN

You (the “Optionee”) have been granted an option to purchase shares of Common Stock of the Company (the “Option”) under the UserTesting, Inc. (the “Company”) 2021 Equity Incentive Plan (the “Plan”) subject to the terms and conditions of the Plan, this Notice of Stock Option Grant (this “Notice”), and the Stock Option Agreement (the “Option Agreement”).

Unless otherwise defined herein, the terms defined in the Plan will have the same meanings in this Notice and the electronic representation of this Notice established and maintained by the Company or a third party designated by the Company.


Name:

Address:

Grant Number:

Vesting Commencement Date:

Exercise Price per Share:

Type of Option:			_____ Non-Qualified Stock Option

			_____ Incentive Stock Option

Expiration Date:			________ __, 20__; the Option expires earlier if Optionee’s Service terminates earlier, as described in the Option Agreement.

Vesting Schedule:			Subject to the limitations set forth in this Notice, the Plan, and the Agreement, the Option will vest in accordance with the following schedule: [insert applicable vesting schedule, which may include performance metrics]

By accepting the RSUs, Participant acknowledges and agrees to the following:

1) Optionee understands that Optionee’s Service is for an unspecified duration, can be terminated at any time (i.e., is “at-will”) except where otherwise prohibited by applicable law, and that nothing in this Notice, the Option Agreement, or the Plan changes the nature of that relationship. Optionee acknowledges that the vesting of the Option pursuant to this Notice is subject to Optionee’s continuing Service. Optionee agrees and acknowledges that the Vesting Schedule may change prospectively in the event that Optionee’s Service status changes between full- and part-time and/or in the event the Optionee is on a leave of absence, in accordance with

Company policies relating to work schedules and vesting of Awards or as determined by the Committee.

2) This grant is made under and governed by the Plan, the Agreement, and this Notice, and this Notice is subject to the terms and conditions of the Agreement and the Plan, both of which are incorporated herein by reference. Optionee has read the Notice, the Option Agreement and the Plan.

3) Optionee has read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Optionee acquires or disposes of the Company’s securities.

4) 4) By accepting the Option, Optionee consents to electronic delivery and participation as set forth in the Option Agreement

You do not have to accept the Option. If you wish to decline your Option award, you should promptly notify the Company of your decision at equity@usertesting.com. If you do not provide such notification within 14 days of the Date of Grant, you will be deemed to have accepted your Option on the terms and conditions set forth herein.

STOCK OPTION AGREEMENT

USERTESTING, INC.

2021 EQUITY INCENTIVE PLAN

Unless otherwise defined in this Stock Option Agreement (this “Option Agreement”), any capitalized terms used herein will have the same meaning ascribed to them in the UserTesting, Inc. 2021 Equity Incentive Plan (the “Plan”).

Optionee has been granted an option to purchase Shares (the “Option”) of UserTesting, Inc. (the “Company”), subject to the terms, restrictions, and conditions of the Plan, the Notice of Stock Option Grant (the “Notice”), and this Option Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Notice or this Option Agreement, the terms and conditions of the Plan will prevail.

1.Vesting. Subject to the applicable provisions of the Plan and this Option Agreement, the Option may be exercised, in whole or in part, in accordance with the Vesting Schedule set forth in the Notice. Optionee acknowledges and agrees that the Vesting Schedule may change prospectively in the event Optionee’s Service status changes between full and part-time and/or in the event Optionee is on a leave of absence, in accordance with Company policies relating to work schedules and vesting of Awards or as determined by the Committee. Optionee acknowledges that the vesting of the Option pursuant to this Notice and Agreement is subject to Optionee’s continuing Service.

2.Grant of Option. Optionee has been granted an Option for the number of Shares set forth in the Notice at the exercise price per Share in U.S. Dollars set forth in the Notice (the “Exercise Price”). If designated in the Notice as an Incentive Stock Option (“ISO”), the Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if the Option is intended to be an ISO, to the extent that it exceeds the U.S. $100,000 rule of Code Section 422(d) it will be treated as a Nonqualified Stock Option (“NSO”).

3.Termination Period.

(a)General Rule. If Optionee’s Service terminates for any reason except death or Disability, and other than for Cause, then the Option will expire at the close of business at Company headquarters on the date three (3) months after Optionee’s Termination Date (as defined below) (with any exercise beyond three (3) months after the date Optionee’s employment terminates deemed to be the exercise of an NSO). The Company determines when Optionee’s Service terminates for all purposes under this Option Agreement.

(b)Death; Disability. If Optionee dies before Optionee’s Service terminates (or Optionee dies within three (3) months of Optionee’s termination of Service other than for Cause), then the Option will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death (subject to the expiration details in Section 7). If Optionee’s Service terminates because of Optionee’s Disability, then the Option will expire at

the close of business at Company headquarters on the date twelve (12) months after Optionee’s Termination Date (subject to the expiration details in Section 7).

(c)Cause. Unless otherwise determined by the Committee, the Option (whether or not vested) will terminate immediately upon the Optionee’s cessation of Service if the Company reasonably determines in good faith that such cessation of Service has resulted from an act or failure to act constituting Cause (or the Optionee’s Service could have been terminated for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith) at the time the Optionee terminated Service).

(d)No Notification of Exercise Periods. Optionee is responsible for keeping track of these exercise periods following Optionee’s termination of Service for any reason. The Company will not provide further notice of such periods. In no event will the Option be exercised later than the Expiration Date set forth in the Notice.

(e)Termination. For purposes of this Option, Optionee’s Service will be considered terminated as of the date Optionee is no longer providing Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any) (the “Termination Date”). The Committee will have the exclusive discretion to determine when Optionee is no longer actively providing Service for purposes of the Option (including whether Optionee may still be considered to be providing services while on an approved leave of absence). Unless otherwise provided in this Option Agreement or determined by the Company, Optionee’s right to vest in this Option under the Plan, if any, will terminate as of the Termination Date and will not be extended by any notice period (e.g., Optionee’s period of Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any). Following the Termination Date, Optionee may exercise the Option only as set forth in the Notice and this Section 3, provided that the period (if any) during which Optionee may exercise the Option after the Termination Date, if any, will commence on the date Optionee ceases to provide Service and will not be extended by any notice period mandated under employment laws in the jurisdiction where Optionee is employed or terms of Optionee’s employment agreement, if any. If Optionee does not exercise this Option within the termination period set forth in the Notice or the termination periods set forth above, the Option will terminate in its entirety. In no event, may any Option be exercised after the Expiration Date of the Option as set forth in the Notice.

4.Exercise of Option.

(a)Right to Exercise. The Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice and the applicable provisions of the Plan and this Option Agreement. In the event of Optionee’s death, Disability, termination for Cause, or other cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice, and this Option Agreement. The Option may not be exercised for a fraction of a Share.

(b)Method of Exercise. The Option is exercisable by delivery of an exercise notice in a form specified by the Company (the “Exercise Notice”), which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice will be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares together with any applicable Tax-Related Items (as defined in Section 8 below). The Option will be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and payment of any applicable Tax-Related Items. No Shares will be issued pursuant to the exercise of the Option unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for United States income tax purposes (if applicable) the Exercised Shares will be considered transferred to Optionee on the date the Option is exercised with respect to such Exercised Shares.

(c)Exercise by Another. If another person wants to exercise the Option after it has been transferred to him or her in compliance with this Option Agreement, that person must prove to the Company’s satisfaction that he or she is entitled to exercise the Option. That person must also complete the proper Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable Tax-Related Items (as described below).

5.Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of Optionee:

(a)Optionee’s personal check (or readily available funds), wire transfer, or a cashier’s check;

(b)certificates for shares of Company stock that Optionee owns, along with any forms needed to effect a transfer of those shares to the Company; the value of the shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. Instead of surrendering shares of Company stock, Optionee may attest to the ownership of those shares on a form provided by the Company and have the same number of shares subtracted from the Option shares issued to Optionee. However, Optionee may not surrender, or attest to the ownership of, shares of Company stock in payment of the Exercise Price of the Option if Optionee’s action would cause the Company to recognize compensation expense (or additional compensation expense) with respect to this Option for financial reporting purposes;

(c)cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the Shares covered by the Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any applicable Tax-Related Items. The balance of the sale proceeds, if any, will be delivered to Optionee. The directions must be given by signing a special notice of exercise form provided by the Company; or

(d)any other method authorized by the Company;

provided, however, that the Company may restrict the available methods of payment to facilitate compliance with applicable law or administration of the Plan.

6.Non-Transferability of Option. In general, except as provided below, only Optionee may exercise this Option prior to Optionee’s death. Optionee may not transfer or assign this Option, except as provided below. For instance, Optionee may not sell this Option or use it as security for a loan. If Optionee attempts to do any of these things, this Option will immediately become invalid. However, if Optionee is a U.S. taxpayer, Optionee may dispose of this Option in Optionee’s will. If Optionee is a U.S. taxpayer and this Option is designated as a NSO in the Notice, then the Committee may, in its sole discretion, allow Optionee to transfer this Option as a gift to one or more family members. For purposes of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in- law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law (including adoptive relationships), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which Optionee or one or more of these persons control the management of assets, and any entity in which Optionee or one or more of these persons own more than 50% of the voting interest. In addition, if Optionee is a U.S. taxpayer and this Option is designated as a NSO in the Notice, then the Committee may, in its sole discretion, allow Optionee to transfer this Option to Optionee’s spouse or former spouse pursuant to a domestic relations order in settlement of marital property rights. The Committee will allow Optionee to transfer this Option only if both Optionee and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during Optionee’s lifetime only by Optionee, Optionee’s guardian, or legal representative, as permitted in the Plan and applicable local laws. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Optionee.

7.Term of Option. The Option will in any event expire on the expiration date set forth in the Notice, which date is no more than ten (10) years after the Date of Grant (five (5) years after the Date of Grant if this option is designated as an ISO in the Notice and Section 5.3 of the Plan applies).

8.Taxes.

(a)Responsibility for Taxes. Optionee acknowledges that, regardless of any action taken by the Company or, if different, a Parent, Subsidiary, or Affiliate employing or retaining Optionee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account, or other tax related items related to Optionee’s participation in the Plan and legally applicable to Optionee (“Tax-Related Items”) is and remains Optionee’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. Optionee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the

grant, vesting, or exercise of this Option; the subsequent sale of Shares acquired pursuant to such exercise; and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate Optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Optionee is subject to Tax-Related Items in more than one jurisdiction, Optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. OPTIONEE SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH OPTIONEE RESIDES OR IS SUBJECT TO TAXATION.

(b)Withholding. Prior to any relevant taxable or tax withholding event, as applicable, Optionee agrees to make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Optionee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following, all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable:

(i)withholding from Optionee’s wages or other cash compensation paid to Optionee by the Company and/or the Employer; or

(ii)withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or through a mandatory sale arranged by the Company (on Optionee’s behalf pursuant to this authorization and without further consent);

(iii)withholding Shares to be issued upon exercise of the Option, provided the Company only withholds the number of Shares necessary to satisfy no more than applicable statutory withholding amounts;

(iv)Optionee’s payment of a cash amount (including by check representing readily available funds or a wire transfer); or

(v)any other arrangement approved by the Committee and permitted under applicable law;

provided, however, that if Optionee is a Section 16 officer of the Company under the Exchange Act, then the method of withholding shall be a mandatory sale (unless the Committee as constituted in accordance with Rule 16b-3 of the Exchange Act shall establish an alternate method from alternatives (i) – (v) above prior to the Tax-Related Items withholding event).

tax purposes, Optionee is deemed to have been issued the full number of Exercised Shares; notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the withholding obligation for Tax-Related Items.

Finally, Optionee agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of Optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Optionee fails to comply with Optionee’s obligations in connection with the Tax-Related Items.

(c)Notice of Disqualifying Disposition of ISO Shares. If Optionee is subject to Tax-Related Items in the United States and sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two (2) years after the grant date, or (ii) one (1) year after the exercise date, Optionee will immediately notify the Company in writing of such disposition. Optionee agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out any wages or other cash compensation paid to Optionee by the Company and/or the Employer.

9.Nature of Grant. By accepting the Option, Optionee acknowledges, understands and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b)the grant of the Option is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;

(c)all decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company;

(d)Optionee is voluntarily participating in the Plan;

(e)the Option and Optionee’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company or the Employer, and will not interfere with the ability of the Company or the Employer, as applicable, to terminate Optionee’s employment or service relationship (if any);

(f)the Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation;

(g)the Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation for any purpose, including, but not

limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement, or welfare benefits or similar payments;

(h)unless otherwise agreed with the Company, the Option, and the Shares subject to the Option, and the income and value of same, are not granted as consideration for, or in connection with, the service Optionee may provide as a director of a Parent, Subsidiary, or Affiliate;

(i)the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; if the underlying Shares do not increase in value, the Option will have no value; if Optionee exercises the Option and acquires Shares, the value of such Shares may increase or decrease, even below the Exercise Price;

(j)no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Optionee’s termination of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Optionee is employed or the terms of Optionee’s employment agreement, if any), and in consideration of the grant of the Option to which Optionee is otherwise not entitled, Optionee irrevocably agrees never to institute any claim against the Employer, the Company, and any Parent, Subsidiary, or Affiliate; waives his or her ability, if any, to bring any such claim; and releases the Employer, the Company, and any Parent, Subsidiary, or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Optionee will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(k)unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any Corporate Transaction affecting the Shares; and

(l)neither the Employer, the Company, or any Parent, Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise.

(m)the following provisions apply only if Optionee is providing services outside the United States:

(i)the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose; and

(ii)Optionee acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between Optionee’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Optionee pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercised.

10.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Optionee’s participation in the Plan or Optionee’s acquisition or sale of the underlying Shares. Optionee acknowledges, understands, and agrees that he or she should consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

11.Language. If Optionee has received this Option Agreement, or any other document related to the Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

12.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Optionee’s participation in the Plan, on the Option, and on any Shares purchased upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

13.Acknowledgement. The Company and Optionee agree that the Option is granted under and governed by the Notice, this Option Agreement and the Plan (incorporated herein by reference). Optionee: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Optionee has carefully read and is familiar with their provisions, and (c) hereby accepts the Option subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.

14.Entire Agreement; Enforcement of Rights. This Option Agreement, the Plan, and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments, or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of, or adverse amendment to, this Option Agreement, nor any waiver of any rights under this Option Agreement, will be effective unless in writing and signed by the parties to this Option Agreement (which writing and signing may be electronic). The failure by either party to enforce any rights under this Option Agreement will not be construed as a waiver of any rights of such party. Notwithstanding the foregoing, if Optionee is a party to any employment or severance agreement with the Company that provides for any additional or replacements terms with respect to this Option (including with respect to acceleration of vesting and/or the period during which the Option remains outstanding and/or exercisable post-termination), then the Option shall be subject to any additional terms and conditions set forth therein.

15.Compliance with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by the Company and Optionee with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer. Optionee understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal, or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Optionee agrees that the Company will have unilateral authority to amend the Plan and this Option Agreement without Optionee’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant to this Option Agreement will be endorsed with appropriate legends, if any, determined by the Company.

16.Severability. If one or more provisions of this Option Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision will be excluded from this Option Agreement, (b) the balance of this Option Agreement will be interpreted as if such provision were so excluded and (c) the balance of this Option Agreement will be enforceable in accordance with its terms.

17.Governing Law and Venue. This Option Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s conflict of laws rules.

Any and all disputes relating to, concerning or arising from this Option Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Plan or this Option Agreement, will be brought and heard in the Court of Chancery of the State of Delaware as the sole and exclusive forum. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning, or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

18.No Rights as Employee, Director or Consultant. Nothing in this Option Agreement will affect in any manner whatsoever any right or power of the Employer or the Company to terminate Optionee’s Service, for any reason, with or without Cause.

19.Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Optionee hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration), except pursuant

to a transfer for no consideration in accordance with Section 6 above, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

20.Consent to Electronic Delivery of All Plan Documents and Disclosures. By Optionee’s acceptance of the Option, Optionee and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan, the Notice, and this Option Agreement. Optionee has reviewed the Plan, the Notice, and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel regarding the Plan, the Notice, and this Option Agreement, and fully understands all provisions of the Plan, the Notice, and this Option Agreement. Optionee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice, and this Option Agreement. Optionee further agrees to notify the Company upon any change in Optionee’s residence address. By acceptance of the Option, Optionee agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and consents to the electronic delivery of the Notice, this Option Agreement, the Plan, account statements, Plan prospectuses required by the U.S. Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements), or other communications or information related to the Option and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined at the Company’s discretion. Optionee acknowledges that Optionee may receive from the Company a paper copy of any documents delivered electronically at no cost if Optionee contacts the Company by telephone, through a postal service, or electronic mail to Stock Administration. Optionee further acknowledges that Optionee will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Optionee understands that Optionee must provide on request to the Company or any designated third = party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Optionee understands that Optionee’s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Optionee has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service, or electronic mail to Stock Administration. Finally, Optionee understands that Optionee is not required to consent to electronic delivery if local laws prohibit such consent.

21.Insider Trading Restrictions/Market Abuse Laws. Optionee acknowledges that, depending on Optionee’s country, Optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect Optionee’s ability to acquire or sell the Shares or rights to Shares under the Plan during such times as Optionee is considered to have “inside information”

regarding the Company (as defined by the laws in Optionee’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Optionee acknowledges that it is Optionee’s responsibility to comply with any applicable restrictions and understands that Optionee should consult his or her personal legal advisor on such matters. In addition, Optionee acknowledges that he or she has read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Optionee acquires or disposes of the Company’s securities.

22.Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Option will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Optionee’s employment or other Service that is applicable to Optionee. In addition to any other remedies available under such policy and applicable law, the Company may require the cancellation of the Option (whether vested or unvested) and the recoupment of any gains realized with respect to the Option.

BY ACCEPTING THIS OPTION, OPTIONEE AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

NOTICE OF RESTRICTED STOCK UNIT AWARD

USERTESTING, INC.

2021 EQUITY INCENTIVE PLAN

You (the “Participant”) have been granted an award of Restricted Stock Units (“RSUs”) under the UserTesting, Inc. (the “Company”) 2021 Equity Incentive Plan (the “Plan”), subject to the terms and conditions of the Plan, this Notice of Restricted Stock Unit Award (the “Notice”) and the attached Restricted Stock Unit Award Agreement (the “Agreement”).


Name:

Address:

Grant Number:

Number of RSUs:

Date of Grant:

Vesting Commencement Date:

Expiration Date:			The earlier to occur of: (a) the date on which settlement of all RSUs granted hereunder occurs, and (b) the tenth anniversary of the Date of Grant. This RSU expires earlier if Participant’s Service terminates earlier, as described in the Agreement.

Vesting Schedule:			Subject to the limitations set forth in this Notice, the Plan, and the Agreement, the RSUs will vest in accordance with the following schedule: [insert applicable vesting schedule]

By accepting the RSUs, Participant acknowledges and agrees to the following:

1) Participant understands that Participant’s Service is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), except where otherwise prohibited by applicable law, and that nothing in this Notice, the Agreement, or the Plan changes the nature of that relationship. Participant acknowledges that the vesting of the RSUs pursuant to this Notice is subject to Participant’s continuing Service. To the extent permitted by applicable law, Participant agrees and acknowledges that the Vesting Schedule may change prospectively in the event that Participant’s Service status changes between full- and part-time and/or in the event the

Participant is on a leave of absence, in accordance with Company policies relating to work schedules and vesting of Awards or as determined by the Committee.

2) This grant is made under and governed by the Plan, the Agreement, and this Notice, and this Notice is subject to the terms and conditions of the Agreement and the Plan, both of which are incorporated herein by reference. Participant has read the Notice, the Agreement, and the Plan.

3) Participant has read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or disposes of the Company’s securities.

4) By accepting the RSUs, Participant consents to electronic delivery and participation as set forth in the Agreement.

You do not have to accept the RSUs. If you wish to decline your RSU award, you should promptly notify the Company of your decision at lhart@usertesting.com. If you do not provide such notification by the last day of the calendar month prior to the first vesting date (as described in the Vesting Schedule above), you will be deemed to have accepted your RSUs on the terms and conditions set forth herein.

RESTRICTED STOCK UNIT AWARD AGREEMENT

USERTESTING, INC.

2021 EQUITY INCENTIVE PLAN

Unless otherwise defined in this Restricted Stock Unit Award Agreement (this “Agreement”), any capitalized terms used herein will have the same meaning ascribed to them in the UserTesting, Inc. 2021 Equity Incentive Plan (the “Plan”).

Participant has been granted Restricted Stock Units (“RSUs”) subject to the terms, restrictions, and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”), and this Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of the Notice or this Agreement, the terms and conditions of the Plan will prevail.

1.Settlement. Settlement of RSUs shall be made by no later than March 15th of the next calendar year following the applicable date of vesting under the vesting schedule set forth in the Notice. Settlement of RSUs shall be in Shares. Settlement means the delivery to Participant of the Shares vested under the RSUs. No fractional RSUs or rights for fractional Shares will be created pursuant to this Agreement.

2.No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant will have no ownership of the Shares allocated to the RSUs and will have no rights to dividends or to vote such Shares.

3.Dividend Equivalents. Dividend equivalents, if any (whether in cash or Shares), will not be credited to Participant, except as permitted by the Committee.

4.Non-Transferability of RSUs. The RSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-case basis.

5.Termination; Leave of Absence; Change in Status. If Participant’s Service terminates for any reason, all unvested RSUs will be forfeited to the Company immediately, and all rights of Participant to such RSUs automatically terminate without payment of any consideration to Participant. Participant’s Service will be considered terminated as of the date Participant is no longer providing services (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any) and will not, subject to the laws applicable to Participant’s Award, be extended by any notice period mandated under local laws (e.g., Service would not include a period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any). Participant acknowledges and agrees that the Vesting Schedule may change prospectively in the event Participant’s service status changes between full- and part-time status and/or in the event Participant is on an approved leave of

absence in accordance the Company’s policies relating to work schedules and vesting of awards or as determined by the Committee. Participant acknowledges that the vesting of the Shares pursuant to this Notice and Agreement is subject to Participant’s continued Service. In case of any dispute as to whether termination of Service has occurred, the Committee will have sole discretion to determine whether such termination of Service has occurred and the effective date of such termination (including whether Participant may still be considered to be providing services while on an approved leave of absence).

6.Taxes.

(a)Responsibility for Taxes. To the extent permitted by applicable law, Participant acknowledges that, regardless of any action taken by the Company or, if different, a Parent, Subsidiary or Affiliate employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs and the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends, and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO TAXATION.

(b)Withholding. Prior to any relevant taxable or tax withholding event, to the extent permitted by applicable law and as applicable, Participant agrees to make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following:

(i)withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or

(ii)withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without further consent);

(iii)withholding Shares to be issued upon settlement of the RSUs, provided the Company only withholds the number of Shares necessary to satisfy no more than the maximum applicable statutory withholding amounts;

(iv)Participant’s payment of a cash amount (including by check representing readily available funds or a wire transfer); or

(v)any other arrangement approved by the Committee and permitted under applicable law;

all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable; provided however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then the method of withholding shall be a mandatory sale (unless the Committee (as constituted in accordance with Rule 16b-3 under the Exchange Act) shall establish an alternate method prior to the taxable or withholding event).

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including up to the maximum permissible statutory rate for Participant’s tax jurisdiction(s) in which case Participant will have no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash in accordance with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the withholding obligation for Tax-Related Items.

Finally, Participant agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company has no obligation to deliver Shares or proceeds from the sale of Shares to Participant until Participant has satisfied the obligations in connection with the Tax-Related Items as described in this Section.

7.Nature of Grant. By accepting the RSUs, Participant acknowledges, understands and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b)the grant of the RSUs is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c)all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

(d)Participant is voluntarily participating in the Plan;

(e)the RSUs and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an employment or service contract with the Company or the Employer and will not interfere with the ability of the Company or the Employer, as applicable, to terminate Participant’s employment or service relationship (if any);

(f)the RSUs and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;

(g)the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement, or welfare benefits or similar payments;

(h)unless otherwise agreed with the Company, the RSUs, and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate;

(i)the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;

(j)no claim or entitlement to compensation or damages will arise from forfeiture of the RSUs resulting from Participant’s termination of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Employer, the Company, and any Parent, Subsidiary or Affiliate; waives his or her ability, if any, to bring any such claim; and releases the Employer, the Company, and any Parent, Subsidiary, or Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

(k)unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any Corporate Transaction affecting the Shares; and

(l)the following provisions apply only if Participant is providing services outside the United States:

(i)the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose;

(ii)Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary or Affiliate will be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

8.No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant acknowledges, understands and agrees he or she should consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

9.Language. If Participant has received this Agreement or any other document related to the RSU and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

10.Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

11.Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement, and the Plan (incorporated herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant has carefully read and is familiar with their provisions, and (c) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice.

12.Entire Agreement; Enforcement of Rights. This Agreement, the Plan, and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments, or negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of or adverse amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the parties to this Agreement (which writing and signing may be electronic). The failure by either party to enforce any rights under this Agreement will not be construed as a waiver of any rights of such party. Notwithstanding the foregoing, if Participant is a party to any employment or severance agreement with the Company that provides for any additional or replacements terms with respect to the RSUs (including with

respect to acceleration of vesting and/or the period during which the RSUs remain outstanding post-termination), then the RSUs shall be subject to any additional terms and conditions set forth therein

13.Compliance with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer. Participant understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal, or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company will have unilateral authority to amend the Plan and this RSU Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares. Finally, the Shares issued pursuant to this RSU Agreement will be endorsed with appropriate legends, if any, determined by the Company.

14.Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision will be excluded from this Agreement, (b) the balance of this Agreement will be interpreted as if such provision were so excluded and (c) the balance of this Agreement will be enforceable in accordance with its terms.

15.Governing Law and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be governed, construed, and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s conflict of laws rules.

Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Plan or this Agreement, will be brought and heard in the Court of Chancery of the State of Delaware as the sole and exclusive forum. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning, or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.

16.No Rights as Employee, Director or Consultant. Nothing in this Agreement shall create a right to employment or other Service or be interpreted as forming or amending an employment, service contract or relationship with the Company and this Agreement shall not affect in any manner whatsoever any right or power of the Company, or a Parent, Subsidiary or Affiliate, to terminate Participant’s Service, for any reason, with or without Cause.

17.Consent to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of the RSUs, Participant and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan, the Notice, and this Agreement. Participant has reviewed the Plan, the Notice, and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel regarding the Plan, the Notice, and this Agreement, and fully understands all provisions of the Plan, the Notice, and this Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice, and this Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address. By acceptance of the RSUs, Participant agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and consents to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the U.S. Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements), or other communications or information related to the RSUs and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined at the Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the Company by telephone, through a postal service, or electronic mail to Stock Administration. Participant further acknowledges that Participant will be provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service, or electronic mail to Stock Administration. Finally, Participant understands that Participant is not required to consent to electronic delivery if local laws prohibit such consent.

18.Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to, directly or indirectly, acquire or sell the Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions and understands that Participant should consult his or her personal legal advisor on such matters. In addition, Participant acknowledges that he or she read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or disposes of the Company’s securities.

19.Code Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a “separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with Participant’s termination of employment constitute deferred compensation subject to Section 409A, and Participant is deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payment will not be made or commence until the earlier of (a) the expiration of the six (6) month period measured from Participant’s separation from service to the Employer or the Company, or (b) the date of Participant’s death following such a separation from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to Participant including, without limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment will be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

20.Lock-Up Agreement. In connection with the initial public offering of the Company’s securities and upon request of the Company or the underwriters managing any underwritten offering of the Company’s securities, Participant hereby agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Company however and whenever acquired (other than those included in the registration), except pursuant to a transfer for no consideration in accordance with Section 4 above, without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the Company or such managing underwriters and to execute an agreement reflecting the foregoing as may be requested by the underwriters at the time of the public offering.

21.Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the RSUs will be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s employment or other Service that is applicable to Participant. In addition to any other remedies available under such policy and applicable law, the Company may require the cancellation of Participant’s RSUs (whether vested or unvested) and the recoupment of any gains realized with respect to Participant’s RSUs.

BY ACCEPTING THIS AWARD OF RSUS, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

Exhibit 10.4

USERTESTING, INC.

2021 EMPLOYEE STOCK PURCHASE PLAN

1.PURPOSE. UserTesting, Inc. adopted the Plan effective as of the Effective Date. The purpose of this Plan is to provide eligible employees of the Company and the Participating Corporations with a means of acquiring an equity interest in the Company, to enhance such employees’ sense of participation in the affairs of the Company. Capitalized terms not defined elsewhere in the text are defined in Section 28.

2.ESTABLISHMENT OF PLAN. The Company proposes to grant rights to purchase shares of Common Stock to eligible employees of the Company and its Participating Corporations pursuant to this Plan. The Company intends this Plan to qualify as an “employee stock purchase plan” under Section 423 of the Code (including any amendments to or replacements of such Section), and this Plan shall be so construed, although the Company makes no undertaking or representation to maintain such qualification. Any term not expressly defined in this Plan but defined for purposes of Section 423 of the Code shall have the same definition herein. In addition, with regard to offers of options to purchase shares of Common Stock under the Plan to employees working for a Subsidiary or an Affiliate outside the United States, this Plan authorizes the grant of options under a Non- Section 423 Component that is not intended to meet Section 423 requirements, provided, to the extent necessary under Section 423 of the Code, the other terms and conditions of the Plan are met.

Subject to Section 14, a total of 3,100,000 shares of Common Stock is reserved for issuance under this Plan. In addition, on each January 1 of each of the first ten (10) calendar years during the term of the Plan, the aggregate number of shares of Common Stock reserved for issuance under the Plan shall be increased automatically by the number of shares equal to one percent (1%) of the number of shares of all classes of the Company’s common stock issued and outstanding (on an as converted to common stock basis) on each December 31 of the prior year immediately prior to the date of increase (rounded down to the nearest whole share); provided, that the Board or the Committee may in its sole discretion reduce the amount of the increase in any particular year. Subject to Section 14, no more than 31,000,000 shares of Common Stock may be issued over the term of this Plan. The number of shares initially reserved for issuance under this Plan and the maximum number of shares that may be issued under this Plan shall be subject to adjustments effected in accordance with Section 14. Any or all such shares may be granted under the Section 423 Component.

3.ADMINISTRATION. The Plan will be administered by the Committee. Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan shall be determined by the Committee and its decisions shall be final and binding upon all eligible employees and Participants. The Committee will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to designate the Participating Corporations, to determine whether Participating Corporations shall participate in the Section 423 Component or Non-Section 423 Component and to decide upon any and all claims filed under the Plan. Every finding, decision and determination made by the Committee

will, to the full extent permitted by law, be final and binding upon all parties. Notwithstanding any provision to the contrary in this Plan, the Committee may adopt rules, sub-plans, and/or procedures relating to the operation and administration of the Plan designed to comply with local laws, regulations or customs or to achieve tax, securities law or other objectives for eligible employees outside of the United States. The Committee will have the authority to determine the Fair Market Value of the Common Stock (which determination shall be final, binding and conclusive for all purposes) in accordance with Section 8 below and to interpret Section 8 of the Plan in connection with circumstances that impact the Fair Market Value. Members of the Committee shall receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving on Board committees. All expenses incurred in connection with the administration of this Plan shall be paid by the Company. For purposes of this Plan, the Committee may designate separate offerings under the Plan (the terms of which need not be identical) in which eligible employees of one or more Participating Corporations will participate, and the provisions of the Plan will separately apply to each such separate offering even if the dates of the applicable Offering Periods of each such offering are identical. To the extent permitted by Section 423 of the Code, the terms of each separate offering under the Plan need not be identical, provided that the rights and privileges established with respect to a particular offering are applied in an identical manner to all employees of every Participating Corporation whose employees are granted options under that particular offering. The Committee may establish rules to govern the terms of the Plan and the offering that will apply to Participants who transfer employment between the Company and Participating Corporations or between Participating Corporations, in accordance with requirements under Section 423 of the Code to the extent applicable.

4.ELIGIBILITY.

(a)Any employee of the Company or the Participating Corporations is eligible to participate in an Offering Period under this Plan, except that one or more of the following categories of employees may be excluded from coverage under the Plan if determined by the Committee (other than where such exclusion is prohibited by applicable law):

(i)employees who do not meet eligibility requirements that the Committee may choose to impose (within the limits permitted by the Code);

(ii)employees who are not employed by the Company or a Participating Corporation prior to the beginning of such Offering Period or prior to such other time period as specified by the Committee;

(iii)employees who are customarily employed for twenty (20) or less hours per week;

(iv)employees who are customarily employed for five (5) months or less in a calendar year;

(v)(a) employees who are “highly compensated employees” of the Company or any Participating Corporation (within the meaning of Section 414(q) of the Code), or (b) any employees who are “highly compensated employees” with compensation above a specified level, who is an officer and/or is subject to the disclosure requirements of Section 16(a) of the Exchange Act;

(vi)employees who are citizens or residents of a foreign jurisdiction (without regard to whether they are also a citizen of the United States or a resident alien (within the meaning of Section 7701(b)(1)(A) of the Code)) if either (i) such employee’s participation is prohibited under the laws of the jurisdiction governing such employee, or (ii) compliance with the laws of the foreign jurisdiction would violate the requirements of Section 423 of the Code; and

(vii)individuals who provide services to the Company or any of its Participating Corporations who are reclassified as common law employees for any reason except for federal income and employment tax purposes.

The foregoing notwithstanding, an individual shall not be eligible if his or her participation in the Plan is prohibited by the law of any country that has jurisdiction over him or her, if complying with the laws of the applicable country would cause the Plan to violate Section 423 of the Code, or if he or she is subject to a collective bargaining agreement that does not provide for participation in the Plan.

(b)No employee who, together with any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code, owns stock or holds options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or its Parent or Subsidiary or who, as a result of being granted an option under this Plan with respect to such Offering Period, would own stock or hold options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or its Parent or Subsidiary shall be granted an option to purchase Common Stock under the Plan. Notwithstanding the foregoing, the rules of Section 424(d) of the Code shall apply in determining share ownership and the extent to which shares held under outstanding equity awards are to be treated as owned by the employee.

5.OFFERING DATES.

(a)Each Offering Period of this Plan may be of up to twenty-seven (27) months duration and shall commence and end at the times designated by the Committee. Each Offering Period shall consist of one or more Purchase Periods during which Contributions made by Participants are accumulated under this Plan.

(b)The initial Offering Period shall commence on the Effective Date and shall end with the Purchase Date that occurs on a date selected by the Committee which is approximately twenty-four (24) months after the commencement of the initial Offering Period, but no more than twenty-seven (27) months after the commencement of the initial Offering period. The initial Offering Period shall consist of four Purchase Periods. Thereafter, a twenty-

four (24) month Offering Period shall commence on each May 15 and November 15, with each such Offering Period also consisting of four separate six (6)-month Purchase Periods, except as otherwise provided by an applicable sub-plan, or on such other date determined by the Committee. The Committee may at any time establish a different duration for an Offering Period or Purchase Period to be effective after the next scheduled Purchase Date, up to a maximum duration of twenty-seven (27) months.

6.PARTICIPATION IN THIS PLAN.

(a)Any employee who is an eligible employee determined in accordance with Section 4 immediately prior to the initial Offering Period will be automatically enrolled in the initial Offering Period under this Plan for the number of shares of Common Stock purchasable and will be automatically enrolled with a payroll contribution of 1% of Compensation. With respect to subsequent Offering Periods, any eligible employee determined in accordance with Section 4 will be eligible to participate in this Plan, subject to the requirement of Section 6(b) hereof and the other terms and provisions of this Plan.

(b)With respect to Offering Periods after the initial Offering Period, a Participant may elect to participate in this Plan by submitting an enrollment agreement prior to the commencement of the Offering Period (or such earlier date as the Committee may determine) to which such agreement relates.

(c)Once an employee becomes a Participant in an Offering Period, then such Participant will automatically participate in each subsequent Offering Period commencing immediately following the last day of the prior Offering Period unless the Participant withdraws or is deemed to withdraw from this Plan or terminates further participation in an Offering Period as set forth in Section 11 below. A Participant who is continuing participation pursuant to the preceding sentence is not required to file any additional enrollment agreement in order to continue participation in this Plan; a Participant who is not continuing participation pursuant to the preceding sentence is required to file an enrollment agreement prior to the commencement of the Offering Period (or such earlier date as the Committee may determine) to which such agreement relates.

7.GRANT OF OPTION ON ENROLLMENT. Becoming a Participant with respect to an Offering Period will constitute the grant (as of the Offering Date) by the Company to such Participant of an option to purchase on the Purchase Date up to that number of shares of Common Stock determined by a fraction, the numerator of which is the amount accumulated in such Participant’s Contribution account during such Purchase Period and the denominator of which is the lower of (i) eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Offering Date (but in no event less than the par value of a share of the Common Stock), or (ii) eighty-five percent (85%) of the Fair Market Value of a share of the Common Stock on the Purchase Date; provided, however, that for the Purchase Period within the initial Offering Period the numerator shall be fifteen percent (15%) of the Participant’s compensation for such Purchase Period, or such lower percentage as determined by the Committee prior to the start of the Offering Period, and provided, further, that the number of shares of Common Stock subject to any option granted pursuant to this Plan shall not exceed the

lesser of (x) the maximum number of shares set by the Committee pursuant to Section 10(b) below with respect to the applicable Purchase Date, or (y) the maximum number of shares which may be purchased pursuant to Section 10(a) below with respect to the applicable Purchase Date.

8.PURCHASE PRICE. The Purchase Price per share at which a share of Common Stock will be sold in any Offering Period shall be eighty-five percent (85%) of the lesser of:

(a)The Fair Market Value on the Offering Date; or

(b)The Fair Market Value on the Purchase Date.

9.PAYMENT OF PURCHASE PRICE; CONTRIBUTION CHANGES; SHARE ISSUANCES.

(a)The Purchase Price shall be accumulated by regular payroll deductions made during each Offering Period, unless the Committee determines that contributions may be made in another form (including but not limited to with respect to categories of Participants outside the United States that Contributions may be made in another form due to local legal requirements). The Contributions are made as a percentage of the Participant’s Compensation in one percent (1%) increments not less than one percent (1%), nor greater than fifteen percent (15%) or such lower limit set by the Committee. “Compensation” shall mean base salary or regular hourly wages; however, the Committee shall have discretion to adopt a definition of Compensation from time to time of all cash compensation reported on the employee's Form W-2 or corresponding local country tax return, including without limitation base salary or regular hourly wages, bonuses, incentive compensation, commissions, overtime, shift premiums, pay during leaves of absence, and draws against commissions (or in foreign jurisdictions, equivalent cash compensation). For purposes of determining a Participant’s Compensation, any election by such Participant to reduce his or her regular cash remuneration under Sections 125 or 401(k) of the Code (or in foreign jurisdictions, equivalent deductions) shall be treated as if the Participant did not make such election. Contributions shall commence on the first payday following the last Purchase Date (with respect to the initial Offering Period, as soon as practicable following the effective date of filing with the U.S. Securities and Exchange Commission a securities registration statement for the Plan) and shall continue to the end of the Offering Period unless sooner altered or terminated as provided in this Plan. Notwithstanding the foregoing, the terms of any sub-plan may permit matching shares without the payment of any purchase price.

(b)A Participant may decrease the rate of Contributions during an Offering Period by filing with the Company or a third party designated by the Company a new authorization for Contributions, with the new rate to become effective no later than the second payroll period commencing after the Company’s receipt of the authorization and continuing for the remainder of the Offering Period unless changed as described below. An increase in the rate of Contributions may be made once for the initial Offering Period during the initial enrollment period set by the Committee, or more frequently under rules determined by the Committee. A decrease in the rate of Contributions may be made twice during the initial Offering Period and once during any subsequent Offering Periods, or more frequently under rules determined by the Committee. A Participant may increase or decrease the rate of Contributions for any subsequent

Offering Period by filing with the Company or a third party designated by the Company a new authorization for Contributions prior to the beginning of such Offering Period, or such other time period as specified by the Committee.

(c)A Participant may reduce his or her Contribution percentage to zero during an Offering Period by filing with the Company or a third party designated by the Company a request for cessation of Contributions. Such reduction shall be effective beginning no later than the second payroll period after the Company’s receipt of the request and no further Contributions will be made for the duration of the Offering Period. Contributions credited to the Participant’s account prior to the effective date of the request shall be used to purchase shares of Common Stock in accordance with Subsection (e) below. A reduction of the Contribution percentage to zero shall be treated as such Participant’s withdrawal from such Offering Period and the Plan, effective as of the day after the next Purchase Date following the filing date of such request with the Company.

(d)All Contributions made for a Participant are credited to his or her book account under this Plan and are deposited with the general funds of the Company, except to the extent local legal restrictions outside the United States require segregation of such Contributions. No interest accrues on the Contributions, except to the extent required due to local legal requirements. All Contributions received or held by the Company may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such Contributions, except to the extent necessary to comply with local legal requirements outside the United States.

(e)On each Purchase Date, so long as this Plan remains in effect and provided that the Participant has not submitted a signed and completed withdrawal form before that date which notifies the Company that the Participant wishes to withdraw from that Offering Period under this Plan and have all Contributions accumulated in the account maintained on behalf of the Participant as of that date returned to the Participant, the Company shall apply the funds then in the Participant’s account to the purchase of whole shares of Common Stock reserved under the option granted to such Participant with respect to the Offering Period to the extent that such option is exercisable on the Purchase Date. The Purchase Price per share shall be as specified in Section 8 of this Plan. Any fractional share, as calculated under this Subsection (e), shall be rounded down to the next lower whole share, unless the Committee determines with respect to all Participants that any fractional share shall be credited as a fractional share. Any amount remaining in a Participant’s account on a Purchase Date which is less than the amount necessary to purchase a full share of the Common Stock shall be refunded without interest; however, the Committee may determine that such amounts should be carried forward without interest (except to the extent necessary to comply with local legal requirements outside the United States) into the next Purchase Period or Offering Period, as the case may be. In the event that this Plan has been oversubscribed, all funds not used to purchase shares on the Purchase Date shall be returned to the Participant, without interest (except to the extent required due to local legal requirements outside the United States). No Common Stock shall be purchased on a Purchase Date on behalf of any employee whose participation in this Plan has terminated prior to such Purchase Date, except to the extent required due to local legal requirements outside the United States.

(f)As promptly as practicable after the Purchase Date, the Company shall issue shares for the Participant’s benefit representing the shares purchased upon exercise of his or her option.

(g)During a Participant’s lifetime, his or her option to purchase shares hereunder is exercisable only by him or her. The Participant will have no interest or voting right in shares covered by his or her option until such option has been exercised.

(h)To the extent required by applicable federal, state, local or foreign law, a Participant shall make arrangements satisfactory to the Company and the Participating Corporation employing the Participant for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company or any Subsidiary or Affiliate, as applicable, may withhold, by any method permissible under the applicable law, the amount necessary for the Company or Subsidiary or Affiliate, as applicable, to meet applicable withholding obligations, including any withholding required to make available to the Company or Subsidiary or Affiliate, as applicable, any tax deductions or benefits attributable to the sale or early disposition of shares of Common Stock by a Participant. The Company shall not be required to issue any shares of Common Stock under the Plan until such obligations are satisfied.

10.LIMITATIONS ON SHARES TO BE PURCHASED.

(a)Any other provision of the Plan notwithstanding, no Participant shall purchase Common Stock with a Fair Market Value in excess of the following limit:

(i)In the case of Common Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased in the current calendar year (under this Plan and all other employee stock purchase plans of the Company or any Parent or Subsidiary).

(ii)In the case of Common Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any Parent or Subsidiary) in the current calendar year and in the immediately preceding calendar year.

(iii)In the case of Common Stock purchased during an Offering Period that commenced two calendar years prior, the limit shall be equal to (A) $75,000 minus (B) the Fair Market Value of the Common Stock that the Participant previously purchased (under this Plan and all other employee stock purchase plans of the Company or any Parent or Subsidiary) in the current calendar year and in the two immediately preceding calendar years.

For purposes of this Subsection (a), the Fair Market Value of Common Stock shall be determined in each case as of the beginning of the Offering Period in which such Common Stock is purchased. Employee stock purchase plans not described in Section 423 of the Code shall be

disregarded. If a Participant is precluded by this Subsection (a) from purchasing additional Common Stock under the Plan, then his or her Contributions shall automatically be discontinued and shall automatically resume at the beginning of the earliest Purchase Period that will end in the next calendar year (if he or she then is an eligible employee), provided that when the Company automatically resumes such Contributions, the Company must apply the rate in effect immediately prior to such suspension.

(b)In no event shall a Participant be permitted to purchase more than 2,500 shares on any one Purchase Date or such lesser number as the Committee shall determine. If a lower limit is set under this Subsection (b), then all Participants will be notified of such limit prior to the commencement of the next Offering Period for which it is to be effective.

(c)If the number of shares to be purchased on a Purchase Date by all Participants exceeds the number of shares then available for issuance under this Plan, then the Company will make a pro rata allocation of the remaining shares in as uniform a manner as shall be reasonably practicable and as the Committee shall determine to be equitable. In such event, the Company will give notice of such reduction of the number of shares to be purchased under a Participant’s option to each Participant affected.

(d)Any Contributions accumulated in a Participant’s account which are not used to purchase stock due to the limitations in this Section 10, and not covered by Section 9(e), shall be returned to the Participant as soon as practicable after the end of the applicable Purchase Period, without interest (except to the extent required due to local legal requirements outside the United States).

11.WITHDRAWAL.

(a)Each Participant may withdraw from an Offering Period under this Plan pursuant to a method specified for such purpose by the Company. Such withdrawal may be elected at any time prior to the end of an Offering Period, or such other time period as specified by the Committee.

(b)Upon withdrawal from this Plan, the accumulated Contributions shall be returned to the withdrawn Participant, without interest (except to the extent required due to local legal requirements outside the United States), and his or her interest in this Plan shall terminate. In the event a Participant voluntarily elects to withdraw from this Plan, he or she may not resume his or her participation in this Plan during the same Offering Period, but he or she may participate in any Offering Period under this Plan which commences on a date subsequent to such withdrawal by filing a new authorization for Contributions in the same manner as set forth in Section 6 above for initial participation in this Plan.

(c)To the extent applicable, if the Fair Market Value on the first day of the current Offering Period in which a participant is enrolled is higher than the Fair Market Value on the first day of any subsequent Offering Period, the Company will automatically enroll such participant in the subsequent Offering Period. Any funds accumulated in a Participant’s account prior to the first day of such subsequent Offering Period will be applied to the purchase of shares

on the Purchase Date immediately prior to the first day of such subsequent Offering Period, if any.

12.TERMINATION OF EMPLOYMENT. Termination of a Participant’s employment for any reason, including retirement, death, disability, or the failure of a Participant to remain an eligible employee of the Company or of a Participating Corporation, immediately terminates his or her participation in this Plan (except as required due to local legal requirements outside the United States). In such event, accumulated Contributions credited to the Participant’s account will be returned to him or her or, in the case of his or her death, to his or her legal representative, without interest (except to the extent required due to local legal requirements outside the United States). For purposes of this Section 12, an employee will not be deemed to have terminated employment or failed to remain in the continuous employ of the Company or of a Participating Corporation in the case of sick leave, military leave, or any other leave of absence approved by the Company; provided that such leave is for a period of not more than ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute. The Company will have sole discretion to determine whether a Participant has terminated employment and the effective date on which the Participant terminated employment, regardless of any notice period or garden leave required under local law.

13.RETURN OF CONTRIBUTIONS. In the event a Participant’s interest in this Plan is terminated by withdrawal, termination of employment or otherwise, or in the event this Plan is terminated by the Board, the Company shall deliver to the Participant all accumulated Contributions credited to such Participant’s account. No interest shall accrue on the Contributions of a Participant in this Plan (except to the extent required due to local legal requirements outside the United States).

14.CAPITAL CHANGES. If the number and class of outstanding shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company, without consideration, then the Committee shall adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised, and the numerical limits of Sections 2 and 10 shall be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and in compliance with the applicable securities laws; provided that fractions of a share will not be issued.

15.NONASSIGNABILITY. Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an option or to receive shares under this Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 22 below) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void and without effect.

16. USE OF PARTICIPANT FUNDS AND REPORTS. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be required to segregate Participant Contributions (except to the extent required due to

local legal requirements outside the United States). Until shares are issued, Participants will only have the rights of an unsecured creditor unless otherwise required under local law. Each Participant shall receive, or have access to, promptly after the end of each Purchase Period a report of his or her account setting forth the total Contributions accumulated, the number of shares purchased, the per share price thereof and the remaining cash balance, if any, carried forward to the next Purchase Period or Offering Period, as the case may be.

17.NOTICE OF DISPOSITION. Each U.S. taxpayer Participant shall notify the Company in writing if the Participant disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years from the Offering Date or within one (1) year from the Purchase Date on which such shares were purchased (the “Notice Period”). The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing shares acquired pursuant to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the shares. The obligation of the Participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates.

18.NO RIGHTS TO CONTINUED EMPLOYMENT. Neither this Plan nor the grant of any option hereunder shall confer any right on any employee to remain in the employ of the Company or any Participating Corporation, or restrict the right of the Company or any Participating Corporation to terminate such employee’s employment.

19.EQUAL RIGHTS AND PRIVILEGES. All eligible employees granted an option under the Section 423 Component of this Plan shall have equal rights and privileges with respect to this Plan or within any separate offering under the Plan so that this Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 or any successor provision of the Code and the related regulations. Any provision of this Plan which is inconsistent with Section 423 or any successor provision of the Code, without further act or amendment by the Company, the Committee or the Board, shall be reformed to comply with the requirements of Section 423. This Section 19 shall take precedence over all other provisions in this Plan.

20.NOTICES. All notices or other communications by a Participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

21.TERM; STOCKHOLDER APPROVAL. This Plan will become effective on the Effective Date. This Plan shall be approved by the stockholders of the Company, in any manner permitted by applicable corporate law, within twelve (12) months before or after the date this Plan is adopted by the Board. No purchase of shares that are subject to such stockholder approval before becoming available under this Plan shall occur prior to stockholder approval of such shares and the Board or Committee may delay any Purchase Date and postpone the commencement of any Offering Period subsequent to such Purchase Date as deemed necessary or desirable to obtain such approval (provided that if a Purchase Date would occur more than six (6) months after commencement of the Offering Period to which it relates, then such Purchase Date shall not occur and instead such Offering Period shall terminate without the purchase of

such shares and Participants in such Offering Period shall be refunded their Contributions without interest). This Plan shall continue until the earlier to occur of (a) termination of this Plan by the Board (which termination may be effected by the Board at any time pursuant to Section 25 below), (b) issuance of all of the shares of Common Stock reserved for issuance under this Plan, or (c) the tenth anniversary of the Effective Date.

22.DESIGNATION OF BENEFICIARY.

(a)If authorized by the Committee, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under this Plan in the event of such Participant’s death prior to a Purchase Date. Such form shall be valid only if it was filed with the Company at the prescribed location before the Participant’s death.

(b)If authorized by the Company, such designation of beneficiary may be changed by the Participant at any time by written notice filed with the Company at the prescribed location before the Participant’s death. In the event of the death of a Participant and in the absence of a beneficiary validly designated under this Plan who is living at the time of such Participant’s death, the Company shall deliver such cash to the executor or administrator of the estate of the Participant or to the legal heirs of the Participant.

23.CONDITIONS UPON ISSUANCE OF SHARES; LIMITATION ON SALE OF SHARES. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the U.S. Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed, exchange control restrictions and/or securities law restrictions outside the United States, and shall be further subject to the approval of counsel for the Company with respect to such compliance. Shares may be held in trust or subject to further restrictions as permitted by any subplan.

24.APPLICABLE LAW. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware.

25.AMENDMENT OR TERMINATION. The Committee, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. Unless otherwise required by applicable law, if the Plan is terminated, the Committee, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Purchase Date (which may be sooner than originally scheduled, if determined by the Committee in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to Section 14). If an Offering Period is terminated prior to its previously-scheduled expiration, all amounts then credited to Participants’ accounts for such Offering Period, which have not been used to purchase shares of Common Stock, shall be returned to those Participants (without interest thereon, except as otherwise required under local laws) as soon as administratively practicable. Further, the Committee will be entitled to change the

Purchase Periods and Offering Periods, limit the frequency and/or number of changes in the amount contributed during an Offering Period, establish the exchange ratio applicable to amounts contributed in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the administration of the Plan, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts contributed from the Participant’s base salary and other eligible compensation, and establish such other limitations or procedures as the Committee determines in its sole discretion advisable which are consistent with the Plan. Such actions will not require stockholder approval or the consent of any Participants. However, no amendment shall be made without approval of the stockholders of the Company (obtained in accordance with Section 21 above) within twelve (12) months of the adoption of such amendment (or earlier if required by Section 21) if such amendment would: (a) increase the number of shares that may be issued under this Plan; or (b) change the designation of the employees (or class of employees) eligible for participation in this Plan. In addition, in the event the Board or Committee determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board or Committee may, in its discretion and, to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequences including, but not limited to: (i) amending the definition of compensation, including with respect to an Offering Period underway at the time; (ii) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; (iii) shortening any Offering Period by setting a Purchase Date, including an Offering Period underway at the time of the Committee’s action; (iv) reducing the maximum percentage of Compensation a participant may elect to set aside as Contributions; and (v) reducing the maximum number of shares a Participant may purchase during any Offering Period. Such modifications or amendments will not require approval of the stockholders of the Company or the consent of any Participants.

26.CORPORATE TRANSACTIONS. In the event of a Corporate Transaction, the Offering Period for each outstanding right to purchase Common Stock will be shortened by setting a new Purchase Date and will end on the new Purchase Date. The new Purchase Date shall occur on or prior to the consummation of the Corporate Transaction, as determined by the Board or Committee, and the Plan shall terminate on the consummation of the Corporate Transaction.

27.CODE SECTION 409A; TAX QUALIFICATION.

(a)Options granted under the Plan generally are exempt from the application of Section 409A of the Code. However, options granted to U.S. taxpayers which are not intended to meet the Code Section 423 requirements are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to Subsection (b), options granted to U.S. taxpayers outside of the Code Section 423 requirements shall be subject to such terms and conditions that will permit such options to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the

shares of Common Stock subject to an option be delivered within the short-term deferral period. Subject to Subsection (b), in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Committee determines that an option or the exercise, payment, settlement or deferral thereof is subject to Section 409A of the Code, the option shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the option that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee with respect thereto.

(b)Although the Company may endeavor to (i) qualify an option for favorable tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Subsection (a). The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.

28.DEFINITIONS.

(a)“Affiliate” means any entity, other than a Subsidiary or Parent, (i) that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.

(b)“Board” shall mean the Board of Directors of the Company.

(c)“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

(d)“Committee” shall mean the Compensation Committee of the Board that consists exclusively of one or more members of the Board appointed by the Board.

(e)“Common Stock” shall mean the common stock of the Company.

(f)“Company” shall mean UserTesting, Inc.

(g)“Contributions” means payroll deductions taken from a Participant's Compensation and used to purchase shares of Common Stock under the Plan and, to the extent payroll deductions are not permitted by applicable laws (as determined by the Committee in its sole discretion) contributions by other means, provided, however, that allowing such other contributions does not jeopardize the qualification of the Plan as an “employee stock purchase plan” under Section 423 of the Plan.

(h)“Corporate Transaction” means the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

(i)“Effective Date” shall mean the date on which the Registration Statement covering the initial public offering of the shares of Common Stock is declared effective by the U.S. Securities and Exchange Commission.

(j)“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(k)“Fair Market Value” shall mean, as of any date, the value of a share of Common Stock determined as follows:

(1)if such Common Stock is then quoted on the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market (collectively, the “Nasdaq Market”), its closing price on the Nasdaq Market on the date of determination, or if there are no sales for such date, then the last preceding business day on which there were sales, as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable;

(2)if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable;

(3)if such Common Stock is publicly traded but is neither quoted on the Nasdaq Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Board or the Committee deems reliable;

(4)with respect to the initial Offering Period, Fair Market Value on the Offering Date shall be the price at which shares of Common Stock are offered to the public pursuant to the Registration Statement covering the initial public offering of shares of Common Stock; or

(5) if none of the foregoing is applicable, by the Board or the Committee in good faith.

(l)“Non-Section 423 Component” means the part of the Plan which is not intended to meet the requirements set forth in Section 423 of the Code.

(m)“Notice Period” shall mean within two (2) years from the Offering Date or within one (1) year from the Purchase Date on which such shares were purchased.

(n)“Offering Date” shall mean the first business day of each Offering Period. However, for the initial Offering Period the Offering Date shall be the Effective Date.

(o)“Offering Period” shall mean a period with respect to which the right to purchase Common Stock may be granted under the Plan, as determined by the Committee pursuant to Section 5(a).

(p)“Parent” shall have the same meaning as “parent corporation” in Sections 424(e) and 424(f) of the Code.

(q)“Participant” shall mean an eligible employee who meets the eligibility requirements set forth in Section 4 and who is either automatically enrolled in the initial Offering Period or who elects to participate in this Plan pursuant to Section 6(b).

(r)“Participating Corporation” shall mean any Parent, Subsidiary or Affiliate that the Committee designates from time to time as eligible to participate in this Plan. For purposes of the Section 423 Component, only the Parent and Subsidiaries may be Participating Corporations, provided, however, that at any given time a Parent or Subsidiary that is a Participating Corporation under the Section 423 Component shall not be a Participating Corporation under the Non-Section 423 Component. The Committee may provide that any Participating Corporation shall only be eligible to participate in the Non-Section 423 Component.

(s)“Plan” shall mean this 2021 UserTesting, Inc. Employee Stock Purchase Plan, as may be amended from time to time.

(t)“Purchase Date” shall mean the last business day of each Purchase Period.

(u)“Purchase Period” shall mean a period during which Contributions may be made toward the purchase of Common Stock under the Plan, as determined by the Committee pursuant to Section 5(b).

(v)“Purchase Price” shall mean the price at which Participants may purchase shares of Common Stock under the Plan, as determined pursuant to Section 8.

(w)“Section 423 Component” means the part of the Plan, which excludes the Non-Section 423 Component, pursuant to which options to purchase shares of Common Stock

under the Plan that satisfy the requirements for “employee stock purchase plans” set forth in Section 423 of the Code may be granted to eligible employees.

(x)“Subsidiary” shall have the same meaning as “subsidiary corporation” in Sections 424(e) and 424(f) of the Code.


USERTESTING, INC. (THE “COMPANY”) 2021 EMPLOYEE STOCK PURCHASE PLAN (THE “ESPP”)						ENROLLMENT CONFIRMATION / CHANGE FORM FOR INITIAL OFFERING PERIOD COMMENCING ON IPO (THE “AGREEMENT”)

Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the ESPP.

You have been automatically enrolled in the ESPP. This form must be completed by [ , 2021] regardless of whether you want to continue in the ESPP, change your contribution percentage or withdraw from the ESPP.


SECTION 1: ENROLLMENT CONFIRMED			I understand that I have been automatically enrolled in the ESPP and I hereby elect to continue to participate in the ESPP. I understand that my enrollment in the ESPP was effective at the beginning of the initial Purchase Period and, as a result of that enrollment, I am electing to purchase shares of Common Stock of the Company pursuant to the terms and conditions of the ESPP and this Agreement. I understand that the shares purchased on my behalf will be issued in street name and deposited directly into my brokerage account. I hereby agree to take all steps, and sign all forms, required to establish an account with the Company’s broker for this purpose. My participation will continue as long as the Company offers the ESPP and I remain eligible, unless I withdraw from the ESPP by filing an Enrollment/Change Form with the Company or any third party designated by the Company. I understand that I must notify the Company of any disposition of shares of Common Stock purchased under the ESPP.


SECTION 2: ELECT/CHANGE CONTRIBUTION PERCENTAGE			I understand that I am currently enrolled in the ESPP at a contribution level equal to 1% of my compensation (base salary or wages). My contributions will be applied to the purchase of shares of Common Stock pursuant to the ESPP.I hereby authorize the Company or the Parent, Subsidiary or Affiliate employing me (the “Employer”) to continue my enrollment by withholding from each of my paychecks (to the extent permitted by applicable laws) during each Purchase Period the specified percentage of my compensation, as long as I continue to participate in the ESPP. The percentage must not exceed a maximum of 15.0%. ☒ Continue my contribution level at 1% ☒ Increase or decrease my contribution level to % (must be a percentage up to a maximum of 15.0%) Note: After this initial election, you may only decrease your contributions one more time to a percentage other than 0% during this Offering Period, to be effective during this Offering Period. Such a change will be effective as soon as reasonably practicable after the change form is received by the Company. Any other decreases will take effect with the next Offering Period. You may not increase your contributions during this Offering Period, other than pursuant to this initial election. Any further increase in your contribution percentage can only take effect with the next Offering Period.


SECTION 3: WITHDRAW FROM ESPP / DISCONTINUE CONTRIBUTIONS			DO NOT CHECK THE BOX BELOW IF YOU WISH TO CONTINUE TO PARTICIPATE IN THE ESPP Withdraw from the ESPP ☒ I understand that my enrollment in the ESPP was automatically effective at the beginning of the initial Offering Period. I hereby elect to withdraw from the ESPP and stop my contributions under the ESPP, effective as soon as reasonably practicable after this form is received by the Company. Accumulated contributions will be returned to me without interest, pursuant to Section 11 of the ESPP. Note: No contributions will be made if you elect to withdraw from the ESPP. If you withdraw, you cannot resume participation until the start of the next Offering Period and you must timely file a new Enrollment/Change Form to do so. Suspend Contributions under the ESPP ☒ I hereby authorize the Company to suspend my contributions under the ESPP, effective as soon as reasonably practicable after this form is received by the Company. My accumulated contributions thus far during the current Offering Period will be applied to the purchase of shares of Common Stock pursuant to the ESPP. Following the purchase, my participation in the ESPP will cease. Note: No future contributions will be made if you elect to suspend contributions. You may only suspend your contributions once during this Offering Period. If you suspend contributions, you cannot resume participation until the start of the next Offering Period and you must timely file a new Enrollment/Change Form to do so.
SECTION 4: COMPLIANCE WITH LAW			Unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock the Company shall not be required to deliver any shares under the ESPP prior to the completion of any registration or qualification of the shares under any applicable law, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. I agree that the Company shall have unilateral authority to amend the ESPP and this Agreement without my consent to the extent necessary to comply with securities or other laws applicable to the issuance of shares.
SECTION 5: NO ADVICE REGARDING GRANT			The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding my participation in the ESPP or my acquisition or sale of shares of Common Stock. I understand that I should consult with my own personal tax, legal and financial advisors regarding my participation in the ESPP before taking any action related to the ESPP.


SECTION 6: SEVERABILITY			If one or more provisions of the Agreement are held to be unenforceable under applicable law, then such provision will be enforced to the maximum extent possible given the intent of the parties thereto. If such clause or provision cannot be so enforced, then (a) such provision will be excluded from the Agreement, (b) the balance of the Agreement will be interpreted as if such provision were so excluded and (c) the balance of the Agreement will be enforceable in accordance with its terms.
SECTION 7: WAIVER			I acknowledge that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or any subsequent breach by any participant.
SECTION 8: GOVERNING LAW AND VENUE			This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s conflict of laws rules. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the ESPP or this Agreement, will be brought and heard in the Court of Chancery of the State of Delaware as the sole and exclusive forum. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning, or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
SECTION 9: ELECTRONIC DELIVERY AND ACCEPTANCE			The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the ESPP by electronic means. I hereby consent to receive such documents by electronic delivery and agree to participate in the ESPP through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.


SECTION 10: RESPONSIBILITY FOR TAXES			I acknowledge that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to my participation in the ESPP and legally applicable to me (“Tax-Related Items”) is and remains my responsibility and may exceed the amount withheld by the Company or the Employer, if any. I further acknowledge that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the options, including, but not limited to, the purchase of shares of Common Stock, the subsequent sale of shares of Common Stock acquired pursuant to such purchase and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of my participation to reduce or eliminate my liability for Tax-Related Items or achieve any particular tax result. Further, if I am subject to Tax-Related Items in more than one jurisdiction, I acknowledge that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, I agree to make arrangements satisfactory to the Company and/or the Employer to fulfill all Tax-Related Items. In this regard, I authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following: a.withholding from my wages or other cash compensation paid to me by the Company and/or the Employer or any Parent or Subsidiary; or b.withholding from proceeds of the sale of shares of Common Stock acquired upon purchase either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization and without further consent); or c.payment of a cash amount (including by check representing readily available funds or a wire transfer); or d.any other arrangement approved by the Committee and permitted under applicable law; all under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including up to the maximum permissible statutory rate for my tax jurisdiction(s) in which


			case I will have no entitlement to the equivalent amount in shares of Common Stock and may receive a refund of any over-withheld amount in cash or if not refunded, I may seek a refund from the local tax authorities. In the event of under-withholding, I may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Employer. Finally, I agree to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of my participation in the ESPP that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Common Stock, if I fail to comply with my obligations in connection with the Tax-Related Items.
SECTION 11: NATURE OF GRANT			By enrolling and participating in the ESPP, I acknowledge, understand and agree that: a.the ESPP is established voluntarily by the Company and it is discretionary in nature; b.all decisions with respect to future offers to participate in the ESPP, if any, will be at the sole discretion of the Committee; c.I am voluntarily participating in the ESPP; d.the options and shares of Common Stock subject to the options, and the income from and value of same, are not intended to replace any pension rights or compensation; e.the options and the shares of Common Stock subject to the options, and the income from and value of same, are not part of normal or expected compensation for purposes of, including, but not limited to calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, holiday pay, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;


			f.the future value of the shares subject to the options is unknown, indeterminable, and cannot be predicted with certainty; g.the value of the shares purchased under the ESPP may increase or decrease in the future, even below the purchase price of the shares; h.unless otherwise agreed with the Company in writing, the options and the shares of Common Stock subject to the options, and the income from and value of same, are not granted as consideration for or in connection with the service I may provide as a director of any parent or Subsidiary; i.for purposes of my participation in the ESPP, my employment will be considered terminated as of the date I am no longer actively employed by the Company or a designated Participating Corporation, including the Employer, (regardless of the reason for such termination and regardless of whether later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any), and my right to participate in the ESPP and my options, if any, will terminate effective as of my last day of active employment and will not be extended by any notice period (e.g., active employment would not include any contractual notice or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any); the Committee shall have exclusive discretion to determine when I am no longer actively employed by the Company or a designated Participating Corporation, including the Employer, (regardless of the reason for such termination and regardless of whether later found to be invalid or in breach of employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any), and my right to participate in the ESPP and my options, if any, will terminate effective as of my last day of active employment and will not be extended by any notice period (e.g., active employment would not include any contractual notice or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where I am employed or the terms of my employment agreement, if any); the Committee shall have exclusive discretion to determine when I am no longer actively employed for purposes of my participation in the ESPP (including whether I may still be considered to be providing services while on a leave of absence); and no claim or entitlement to compensation or damages shall arise from forfeiture of the options under the ESPP resulting from termination of my employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where I am employed, or the terms of my employment agreement, if any).


SECTION 12: INSIDER TRADING/MARKET ABUSE LAWS			I acknowledge that I may be subject to insider trading restrictions and/or market abuse laws which may affect my ability to directly or indirectly, accept, acquire, sell or attempt to sell or otherwise dispose of shares of Common Stock, or rights to shares of Common Stock (e.g., options), or rights linked to the value of shares of Common Stock, during such times as I am considered to have “inside information” regarding the Company. Insider trading laws and regulations may prohibit the cancellation or amendment of orders I placed before possessing the inside information. Furthermore, I may be prohibited from (i) disclosing the inside information to any third party, including fellow employees and (ii) “tipping” third parties or causing them to otherwise buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. I acknowledge that it is my responsibility to comply with any applicable restrictions and understand that I should consult my personal legal advisor on such matters. In addition, I acknowledge having read the Company’s Insider Trading Policy, and agree to comply with such policy, as it may be amended from time to time, whenever I acquire or dispose of the Company’s securities.
SECTION 13: INDEMNIFICATION			I acknowledge that the Company has or will engage one or more vendors to provide administrative services (the “Plan Services Administrator”) in connection with the ESPP and my awards thereunder. In connection with such engagement, I agree to indemnify and hold harmless the Company and its affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling the Company or any of its affiliates (and the Company and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with any instructions that I provide the Plan Services Administrator, including, but not limited to, instructions regarding purchase or sale transactions, including trading instructions and fund and securities movement and settlement instructions (the “Transaction Instructions”), and will reimburse each Indemnified Person for all expenses (including reasonable fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Transaction Instructions, whether or not pending or threatened and whether or not any Indemnified Person is a party.


SECTION 14: TERMINATION, MODIFICATION AND IMPOSITION OF OTHER REQUIREMENTS			The Company, at its option, may elect to terminate, suspend or modify the terms of the ESPP at any time, to the extent permitted by the ESPP. I agree to be bound by such termination, suspension or modification regardless of whether notice is given to me of such event, subject in any case to my right to timely withdraw from the ESPP in accordance with the ESPP withdrawal procedures then in effect. The Company reserves the right to impose other requirements on my participation in the ESPP to the extent the Company determines it is necessary or advisable for legal or administrative reasons and to require me to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
SECTION 15: ACKNOWLEDGMENT AND SIGNATURE			I acknowledge that I have received the ESPP Prospectus (which summarizes the major features of the ESPP) and that the ESPP is available online at sec.gov. I have read the ESPP and the ESPP Prospectus and my signature below indicates that I hereby agree to be bound by the terms of the ESPP. Signature:______________________ Date:____________________

Exhibit 10.11

USERTESTING, INC. (“Company”)

Independent Director Compensation Policy

Eﬀective [ ], 2021

In contemplation of the Company’s proposed initial public oﬀering (“IPO”), the Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its stockholders to adopt a compensation program for independent directors as set forth below (the “Independent Director Compensation Policy” or the “Policy”) to provide for (a) an annual cash retainer for each independent director for service on the Board and any committees thereof, (b) an annual grant of restricted stock units (“RSUs”) to each independent director then serving on the Board as of the date of each annual stockholder meeting, and (c) an initial grant of restricted stock units to each independent director who commences service on the Board after the date of the Company’s IPO. This Policy may be amended or terminated at any time in the sole discretion of the Board. All compensation set forth in this Policy shall be subject to the limits on independent director compensation set forth in the Company’s 2021 Equity Incentive Plan (the “Equity Plan”).

Cash Compensation

Cash compensation payable to each independent director shall consist of the following annual fees, which shall be paid quarterly in arrears at the end of each of the Company’s ﬁscal quarters, beginning on January 1, 2022, and shall be prorated for partial quarters served:

•General Board Service Fee: $30,000

•Non-Executive Chairman Service Fee (in addition to General Board Service Fee but in lieu of and not in addition to Independent Director Service Fee): $20,000

•Lead Independent Director (if any) Service Fee (in addition to General Board Service Fee): $15,000

•Committee Chair Service Fee (in addition to General Board Service Fee; in lieu of Non-Chair Committee Member Service Fee set forth below):

◦Audit Committee chair: $20,000

◦Compensation Committee chair: $15,000

◦Nominating and Corp. Governance Committee chair: $8,000

•Non-Chair Committee Member Service Fee (in addition to General Board Service Fee; not in addition to Committee Chair Service Fee):

◦Audit Committee member: $10,000

◦Compensation Committee member: $6,000

◦Nominating and Corp. Governance Committee member: $4,000

Equity Compensation – Initial Award

On the date an independent director is newly appointed to serve on the Board on or after the IPO, such independent director will automatically receive a grant of RSUs under the Equity Plan with an aggregate value of $340,000 (the “Initial Award”).

The Initial Award will automatically be granted on the date an independent director commences serving on the Board on or after the IPO (the “Initial Award Grant Date”).

The number of RSUs granted subject to the Initial Award will be calculated by dividing $340,000 by a number determined in accordance with a policy as the Compensation Committee of the Board (the “Compensation Committee”) may adopt from time to time for purposes of determining the number of RSUs subject to awards for service providers of the Company generally.

The Initial Award shall vest in three equal annual installments beginning one year following the Initial Award Grant Date, in each case, so long as the independent director continues to provide services to the Company through the applicable vesting date. If an independent director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred.

The Initial Award shall accelerate in full upon the consummation of a Corporate Transaction (as deﬁned in the Equity Plan).

Equity Compensation – Annual Award

On the date of each annual meeting of the Company’s stockholders (commencing with the ﬁrst annual meeting of the Company’s stockholders following the date of the IPO), each independent director who is serving on the Board prior to, and will continue to serve on the Board following, the annual meeting will receive a grant of RSUs under the Equity Plan with an aggregate value of $170,000 (the “Annual Award”).

The Annual Award will automatically be granted on the date of the annual meeting of the Company’s stockholders (the “Annual Award Grant Date”).

The number of RSUs granted subject to the Annual Award will be calculated by dividing $170,000 by a number determined in accordance with a policy as the Compensation Committee may adopt from time to time for purposes of determining the number of RSUs subject to awards for service providers of the Company generally.

The Annual Award shall fully vest on the earlier of (a) one year following the Annual Award Grant Date or (b) the date of the Annual Meeting of Stockholders in the year following the date of grant of the Annual Award, so long as the independent director continues to provide services to the Company through the applicable vesting date. If an independent director’s service ends on the date of vesting, then the vesting shall be deemed to have occurred.

The Annual Award shall accelerate in full upon the consummation of a Corporate Transaction (as deﬁned in the Equity Plan).

Exhibit 10.12


INCENTIVE BONUS PLAN
PURPOSE, SCOPE AND ADMINISTRATION

1.Purpose; Eligibility Period. The objective of this Incentive Bonus Plan (“Plan”) is to ﬁnancially incentivize and reward UserTesting’s eligible employees based upon UserTesting’s performance and for their individual contributions to the success of our company. This Plan shall be eﬀective as of the date of the underwritten initial public oﬀering of UserTesting, Inc. Common Stock pursuant to a registration statement that is declared eﬀective by the United States Securities and Exchange Commission, and is eﬀective for calendar year 2022 and each subsequent year, unless otherwise amended or terminated by UserTesting as set forth below. Each calendar year is referred to as an “Eligibility Period.”

2.Administration. This Plan is administered by the Compensation Committee of the Board of Directors (the “Plan Administrator”), which has the discretionary authority to interpret and administer the Plan, including all its terms, and to adopt rules and regulations to implement the Plan, as it deems necessary.

The approval of the Plan Administrator shall be required for:

•the approval of the Plan itself and any material amendments to the Plan;

•approval of the aggregate payout under the Plan;

•and approval of individual payouts under the Plan to UserTesting’s “Executive Oﬃcers” (as determined by the Board of Directors for purposes of Section 16 under the Securities Exchange Act of 1934).

The Plan Administrator hereby delegates to the UserTesting’s Chief Financial Oﬃcer (“CFO”) and the Chief Strategy Oﬃcer (“CSO”) (the “Executive Administrators” and together with the Plan Administrator, the “Administrators”) the day-to-day implementation and interpretation of the Plan, including the approval of individual payouts under the Plan to employees other than the Executive Oﬃcers, deﬁned below.

All of the foregoing may also be approved by the Board of Directors. Any action that requires the approval of the Executive Administrators must be approved unanimously, and any action that requires the approval of the Executive Administrators may instead also be approved by the Plan Administrator. The decisions of the Administrators are ﬁnal and binding and shall be given the maximum deference permitted by law.

3.Eligible Employees. Participation in the Plan is limited to: (a) certain designated full-time regular employees of UserTesting, Inc. and its group companies (collectively referred to as “UserTesting”); (b) who are employed by UserTesting during applicable Eligibility Period; and (c) who are not covered by any other bonus, commission, or incentive plan (“Eligible Employees”). Participation in the Plan for each Eligible Employee is eﬀective on the later of either January 1 of the Eligibility Period or the day the Eligible Employee commences as a full-time regular employee of UserTesting during an Eligibility Period. An Eligible Employee


INCENTIVE BONUS PLAN

may be considered ineligible for the Plan at any time and for any reason at the Administrators’ discretion regardless of whether he or she remains an employee of the UserTesting.

This Plan excludes employees who are not expressly classiﬁed by UserTesting as “regular,” including but not limited to temporary employees. Employees on leave of absence or extended vacation will be considered for a prorated bonus for both the UserTesting performance and individual performance (based upon their level of performance and contribution while actively employed during the plan year). The proration will be calculated based on the percentage of the year worked. The Administrators will determine the appropriate proration and his/her determinations shall be ﬁnal and binding.

Employees who participate in the Plan and who transfer to a new position not covered by this Plan and instead covered by another bonus, sales or incentive plan may be considered for a bonus calculated on a pro-rata basis for the applicable period. The Administrators will coordinate and administer this Plan with the other bonus, sales, or incentive plan and his/her/its determinations shall be ﬁnal and binding.

4.Changes in Plan. UserTesting reserves the right, in its sole discretion, to modify or terminate the Plan in total or in part, at any time. Any such change must be in writing and approved by the Plan Administrator. However, no modiﬁcation or termination shall apply retroactively as to cause a forfeiture of an earned bonus.

5.Interpretation of Plan. In the event of a question or dispute involving the interpretation or administration of the Plan, the Plan Administrator will interpret and administer the Plan. The decision of the Plan Administrator shall be made based upon its sole discretion, and shall be ﬁnal and binding. All inquiries should be in writing to the CSO, who will forward the inquiry to the Plan Administrator for consideration and decision within 30 business days.

6.Bonus Pool. Each Eligibility Period, the Plan Administrator, in its sole discretion, will establish a Bonus Pool, which may be established before, during or after the applicable Eligibility Period. Actual awards will be paid from the Bonus Pool.

7.Discretion to Determine Criteria. The Plan Administrator will, in its sole discretion, determine the performance goals applicable to any award. The goals may be on the basis of any such factors the Plan Administrator determines relevant, and may be on an individual, divisional, business unit or company-wide basis. Performance goals may be measured over the period of time determined by the Plan Administrator in its sole discretion. An Eligibility Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Plan Administrator desires to measure some (or all) performance criteria over six months, some (or all) criteria over 12 months and other criteria (if any) over fewer months. The performance goals may diﬀer from Eligible Employee to Eligible Employee and from award to award. Failure to meet the goals will result in a failure to earn the award, except as set forth in this Plan. As determined by the Plan Administrator, the performance goals may be based on GAAP or non-GAAP results and any actual results may be adjusted by the Plan Administrator for one-time items, unbudgeted or unexpected items, acquisition-related activities or changes in applicable accounting rules when determining whether the performance goals have been met. It is within


INCENTIVE BONUS PLAN

the sole discretion of the Plan Administrator to make or not make any such equitable adjustments.

8.Eligible Earnings. “Eligible Earnings” are deﬁned as base salary, prorated for hire date, base salary rate changes, bonus target percent changes and leaves of absence (proration based on 365 days in the year) that occur in the Eligibility Period. Eligible Earnings exclude UserTesting payments that are in addition to base salary including but not limited to payments for moving or relocation allowances, or other bonuses or earnings. Changes to base salary throughout the calendar year will be reﬂected in ﬁnal wages used to calculate the bonus.

9.Bonus Target. The “Bonus Target” is the percentage of Eligible Earnings to be paid out at 100% performance achievement, determined by each Eligible Employee’s position and communicated at the time of hire or as amended in writing. The bonus may be weighted based on individual performance to measurable objectives and UserTesting performance. The bonus can provide for payout above target for performance in excess of the individual performance factors and/or UserTesting performance factors.

The Plan Administrator reserves the right, in its sole discretion, to reduce or eliminate the amount of a bonus payment otherwise payable to an Eligible Employee. In addition, the Plan Administrator reserves the right, in its sole discretion, to increase the amount of an incentive payment otherwise payable to a Eligible Employee with respect to any period.

10.Bonus Vesting and Payments. Bonuses are earned on the date(s) determined by the Plan Administrator, either in whole or in part. Bonuses, if any, will be paid in cash, in accordance with all governing regulations and as determined by the Plan Administrator. All bonus payments will be made net of applicable withholdings and taxes.

11.Employment at Will. The employment of all Eligible Employees at UserTesting is for an indeﬁnite period of time and is terminable at will, at any time by either party, with or without cause being shown or advance notice by either party unless otherwise expressly agreed upon in a binding written contract duly executed by the parties. This Plan shall not be construed to create a contract of employment for a speciﬁed period of time between UserTesting and any Eligible Employee, or to change the at-will employment status applicable to any Eligible Employee.

12.General Provisions. Bonus payments represent unfunded and unsecured obligations of the UserTesting and a holder of any right hereunder in respect of any incentive payment shall have no rights other than those of a general unsecured creditor to the UserTesting. No Eligible Employee will have the right to alienate, pledge or encumber his or her interest in this Plan, and such interest will not (to the extent permitted by law) be subject in any way to the claims of the Eligible Employee’s creditors or to attachment, execution or other process of law. The validity, construction, and eﬀect of the Plan, any rules and regulations relating to the Plan, and any bonus payment shall be determined in accordance with the laws of the State of Delaware (without giving eﬀect to principles of conﬂicts of laws thereof) and applicable Federal law. No incentive payment made under the Plan shall be intended to be deferred compensation under Section 409A of the Code and will be interpreted accordingly. The Plan is intended to be a “bonus program” as deﬁned under U.S. Department of Labor regulation 2510.3-2(c) and will be construed and


INCENTIVE BONUS PLAN

administered in accordance with such intention. This Plan is the entire plan between UserTesting and Eligible Employees and supersedes all prior compensation or incentive plans or any written or verbal representations regarding the subject matter of this Plan.

Exhibit 10.13

USER TESTING, INC., A CALIFORNIA CORPORATION

WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION

LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of January 12, 2018 by and between WESTER ALLIANCE BANK, an Arizona corporation (“Bank”) and USER TESTING, INC., a California corporation (“Borrower”).

RECITALS

Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower. This Agreement sets forth the terms on which Bank will advance credit to Borrower, and Borrower will repay the amounts owing to Bank.

AGREEMENT

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:

“6 Month Cash Burn” means Borrower’s earnings before depreciation and amortization, excluding any noncash expenses related to stock compensation, for the prior six (6) months (expressed as an absolute number), plus the principal amount of Term Loans repaid during the prior six (6) months, all determined in accordance with GAAP.

“Accounts” means all presently existing and hereafter arising accounts, contract rights, payment intangibles, and all other forms of obligations owing to Borrower arising out of the sale or lease of goods (including, without Limitation, the licensing of software and other technology) or the rendering of services by Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all merchandise returned to or reclaimed by Borrower and Borrower’s Books relating to any of the foregoing.

“Advance” or “Advances” means a cash advance or cash advances under the Revolving Facility.

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.

“Amortization Date” means January 10, 2019.

“Anti-Terrorism Laws” are any laws relating to terrorism or money laundering, including Executive Order No. 13224 (effective September 24, 2001), the USA PATRIOT Act, the laws comprising or implementing the Bank Secrecy Act, and the laws administered by OFAC.

“Bank Expenses” means all: reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; reasonable Collateral audit fees; and Bank’s reasonable attorneys’ fees and expenses incurred in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding, whether or not suit is brought.

“Blocked Person” is any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) a Person with which Bank is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) a Person that is named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list.

“Borrower’s Books” means all of Borrower’s books and records including: ledgers; records concerning Borrower’s assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.

“Borrowing Base” means an amount equal to trailing three (3) months of Recurring Revenue from Eligible Recurring Revenue Contracts multiplied by the MRR Retention Rate (which such MRR Retention Rate shall not exceed ninety percent (90%), tested on a monthly basis, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized or required to close.

“Change in Control” shall mean a transaction in which any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of Borrower, who did not have such power before such transaction.

“Closing Date” means the date of this Agreement.

“CNB” means City National Bank.

“Code” means the California Uniform Commercial Code.

“Collateral” means the property described on Exhibit A attached hereto.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards, or merchant services issued or provided for the account of that Person; and (iii) all obligations arising under any agreement or arrangement designed to protect such Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by Bank in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Contracts” means subscription license contracts, maintenance contracts and support contracts of Borrower.

“Copyrights” means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof.

“Credit Cards Limit” means Five Hundred Thousand Dollars ($500,000).

“Credit Extension” means each Advance, use of the Credit Card Services, the Letters of Credit Sublimit, Term Loan or any other extension of credit by Bank for the benefit of Borrower hereunder.

“Daily Balance” means the amount of the Obligations owed at the end of a given day.

“Eligible Recurring Revenue Contracts” are Contracts yielding Recurring Revenue in accordance with GAAP, provided that Bank may change the standards of eligibility by giving Borrower thirty (30) days prior written notice based on the results of a Collateral audit or based on events, conditions, contingencies, or risks which, as reasonably determined by Bank, may adversely affect the Collateral. Unless otherwise agreed to by Bank, Eligible Recurring Revenue Contracts shall not include the following (which listing may be amended or changed in Bank’s sole but reasonable discretion with notice to Borrower):

(a) Contracts from any customer if twenty five percent (25%) of more of the average monthly Contract from such customer has aged more than ninety (90) days from the invoice date;

(b) Contracts which the customer thereunder has elected to cancel, cancelled, or failed to renew within a reasonable timeframe;

(d) Contracts the collection of which Bank reasonably determines to be doubtful.

“Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which Borrower has any interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“Event of Default” has the meaning assigned in Article 8.

“FRB” means First Republic Bank.

“GAAP” means generally accepted accounting principles as in effect from time to time.

“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations and (d) all Contingent Obligations.

“Insolvency Proceeding” means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency Jaw, including assignments for the benefit of creditors, formal or informal moratoria,

compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property” means all of Borrower’s right, title, and interest in and to the following: Copyrights, Trademarks and Patents; all trade secrets, all design rights, claims for damages by way of past. present and future infringement of any of the rights included above, all licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties arising from such use to the extent permitted by such license or rights; all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and all proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

“Interest Only End Date” means January 12, 2019.

“Inventory” means all inventory in which Borrower has or acquires any interest, including work in process and finished products intended for sale or lease or to be furnished under a contract of service, of every kind and description now or at any time hereafter owned by or in the custody or possession, actual or constructive, of Borrower, including such inventory as is temporarily out of its custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and Borrower’s Books relating to any of the foregoing.

“Investment” means any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance or capital contribution to any Person.

“IRC” means the Internal Revenue Code of 1986, as amended, and the regulations thereunder. “Letter of Credit” or “Letters of Credit” is defined in Section 2.1(c) hereof.

“Letters of Credit Sublimit” means a sublimit for standby letters of credit under the Revolving Line not to exceed One Million Dollars ($1,000,000).

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

“Liquidity” means, as of any date of measurement, the sum of (i) the ending unrestricted cash balances at Bank (of which at least Three Million Dollars ($3,000,000) shall be at Bank at all times), plus (ii) the available but undrawn principal amounts under the Borrowing Base and the Term Loans.

“Loan Documents” means, collectively, this Agreement, any note or notes executed by Borrower, and any other agreement entered into in connection with this Agreement, all as amended or extended from time to time.

“Material Adverse Effect” means a material adverse effect on (i) the business operations, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole or (ii) the ability of Borrower to repay the Obligations or otherwise perform its obligations under the Loan Documents or (iii) the value or priority of Bank’s security interests in the Collateral.

“MRR Retention Rate” means as of the date of determination, the ratio, expressed as a percentage, of (i) the average monthly Recurring Revenue for the three (3) months ending on such date for all Eligible Recurring Revenue Contracts, to (ii) the average monthly Recurring Revenue for the twelve (12) months ending on such date for all Contracts.

“Negotiable Collateral” means all letters of credit of which Borrower is a beneficiary, notes, drafts, instruments, securities, documents of title, and chattel paper, and Borrower’s Books relating to any of the foregoing.

“Obligations” means all debt, principal, interest, Bank Expenses and other amounts owed to Bank by Borrower pursuant to this Agreement or any other agreement, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrower to others that Bank may have obtained by assignment or otherwise.

“OFAC” is the U.S. Department of Treasury Office of Foreign Assets Control.

“OFAC Lists” are, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“Patents” means all patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Perfection Certificate” has the meaning assigned in Section 3.1.

“Periodic Payments” means all installments or similar recurring payments that Borrower may now or hereafter become obligated to pay to Bank pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrower and Bank.

“Permitted Indebtedness” means:

(a) Indebtedness of Borrower in favor of Bank arising under this Agreement or any other Loan Document;

(b) Indebtedness existing on the Closing Date and disclosed in the Perfection Certificate, and any refinancings, refundings, renewals or extensions thereof so long as the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be;

(c) Indebtedness secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided (i) such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness and (ii) such Indebtedness does not exceed Two Hundred Thousand Dollars ($200,000) in the aggregate at any given time;

(d) Subordinated Debt; and

(e) any other indebtedness incurred in the normal course of Borrower’s business, not exceeding Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate in any fiscal year.

“Permitted Investment” means:

(a) Investments existing on the Closing Date disclosed in the Perfection Certificate, and any refinancings, refundings, renewals or extensions thereof so long as the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be; and

(b) (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one (l) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) certificates of deposit maturing no more than one (1) year from the date of investment therein issued by Bank and (iv) Bank’s money market accounts.

“Permitted Liens” means the following:

(a) Any Liens existing on the Closing Date and disclosed in the Perfection Certificate or arising under this Agreement or the other Loan Documents;

(b) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any of Bank’s security interests;

(c) Liens (i) upon or in any equipment which was not financed by Bank acquired or held by Borrower or any of its Subsidiaries to secure the purchase price of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of such equipment, or (ii) existing on such equipment at the time of its acquisition, provided that the Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of such equipment;

(d) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (c) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.

“Prime Rate” means the greater of four and one quarter percent (4.25%) or the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Bank as its Prime Rate. Bank may price loans to its customers at, above or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in Prime Rate.

“Recurring Revenue” means revenue from Contracts, recognized by the Borrower in accordance with GAAP.

“Responsible Officer” means each of the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Vice President of Finance and the Controller of Borrower.

“Revenue Event” means Bank’s receipt of evidence, in form and substance satisfactory to Bank, of Borrower’s achievement of revenues, measured on a trailing nine (9) month basis for the measuring period ending September 30, 2018, of at least Thirty Three Million Dollars ($33,000,000).

“Revolving Facility” means the facility under which Borrower may request Bank to issue Advances, as specified in Section 2.1(a) hereof

“Revolving Line” means a credit extension of up to Fifteen Million Dollars ($15,000,000).

“Revolving Maturity Date” means January 12, 2020.

“Subordinated Debt” means any debt incurred by Borrower that is subordinated to the debt owing by Borrower to Bank on terms acceptable to Bank (and identified as being such by Borrower and Bank).

“Subsidiary” means any corporation, company or partnership in which (i) any general partnership interest or (ii) more than fifty percent (50%) of the stock or other units of ownership which by the terms thereof has the ordinary voting power to elect the Board of Directors, managers or trustees of the entity, at the time as of which any determination is being made, is owned by Borrower, either directly or through an Affiliate.

“Term A Loan(s)” is defined in Section 2.1(d)(i) hereof.

“Term A Loan Amount” means Five Million Dollars ($5,000,000).

“Term B Loan” is defined in Section 2.1(d)(ii) hereof.

“Term B Loan Amount” means Five Million Dollars ($5,000,000).

“Term Loan(s)” is defined in Section 2.1(d)(ii) hereof.

“Term Loan Maturity Date” is January 12, 2022.

“Term Loan Payment” is defined in Section 2.1(d)(iii).

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.

1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP and all calculations made hereunder shall be made in accordance with GAAP. When used herein, the terms “financial statements” shall include the notes and schedules thereto.

2. LOAN AND TERMS OF PAYMENT.

2.1 Credit Extensions.

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrower hereunder.

Borrower shall also pay interest on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof.

(a) Revolving Advances.

(i) Subject to and upon the terms and conditions of this Agreement, so long as the MRR Retention Rate is at least ninety percent (90%) and Bank shall have received, in form and substance satisfactory to Bank, an audit of the Collateral, the results of which shall be satisfactory to Bank, Borrower may request Advances in an aggregate outstanding amount not to exceed the lesser of (i) the Revolving Line or (ii) the Borrowing Base, minus, in each case, the Letters of Credit Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(a) shall be immediately due and payable. Borrower may prepay any Advances without penalty or premium.

(ii) Whenever Borrower desires an Advance, Borrower will notify Bank no later than 3:00 p.m. Pacific time, on the Business Day that the Advance is to be made. Each such notification shall be made (i) by telephone or in-person followed by written confirmation from Borrower within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Revolving Advance Request Form in substantially the form of Exhibit B hereto. Bank is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions if in Bank’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Bank shall be entitled to rely on any notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Advances made under this Section 2.1(a) to Borrower’s deposit account.

(b) Credit Cards. Subject to the terms and conditions of this Agreement, Borrower may request business credit cards (the “Credit Card Services”) by delivering to Bank such applications on Bank’s standard forms as requested by Bank; provided, however, that (i) the total amount of the Credit Card Services shall not exceed the Credit Cards Limit and (ii) the aggregate amount of the outstanding Advances plus the aggregate amounts outstanding for Credit Card Services shall not exceed the Borrowing Base. If at any time the Revolving Facility is terminated or otherwise ceases to exist, Borrower shall immediately secure to Bank’s satisfaction its obligations with respect to any Credit Card Services, and, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit issued by Bank in Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates), shall automatically secure such obligations to the extent of the then outstanding Credit Card Services. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Credit Card Services continue.

(c) Letters of Credit. Subject to the terms and conditions of this Agreement, at any time prior to the Revolving Maturity Date, Bank agrees to issue letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, the “Letters of Credit”), provided, however, the aggregate outstanding face amount of all Letters of Credit shall not exceed the Letters of Credit Sublimit, and for purposes of determining availability under the Revolving Line, the aggregate outstanding face amount of all Letters of Credit (whether drawn or undrawn) shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. All Letters of Credit shall be, in form and

substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form of standard application and letter of credit agreement (the “Application”), which Borrower hereby agrees to execute, including Bank’s standard fee. On any drawn but unreimbursed Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). The obligation of Borrower to reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters of Credit, under all circumstances whatsoever. Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, reasonable attorneys’ fees, arising out of or in connection with any Letters of Credit, except for expenses caused by Bank’s gross negligence or willful misconduct.

If at any time the Revolving Facility is terminated or otherwise ceases to exist, Borrower shall immediately secure in cash all obligations under the Letters of Credit Sublimit on terms reasonably acceptable to Bank.

(d) Term Loans.

(i) Term A Loans. Subject to the terms and conditions of this Agreement, Bank shall make one (I) or more term loans available to Borrower from the Closing Date through the Interest Only End Date in an aggregate principal amount not to exceed the Term A Loan Amount (each a ‘‘Term A Loan” and collectively, the “Term A Loans”). Each Term A Loan shall be in a principal amount of at least One Million Dollars ($1,000,000).

(ii) Term B Loans. Subject to the terms and conditions of this Agreement, upon the Revenue Event and prior to the Interest Only End Date, Bank shall make an additional term loan available to Borrower in a principal amount equal to the Term B Loan Amount (the “Term B Loan” and together with the Term A Loans, each a “Term Loan” and collectively, the “Term Loans”).

(iii) Repayment. Borrower shall pay interest only payments in arrears from the tenth (10th) day of the month beginning January 10, 2018 through the Interest Only End Date. Beginning on the Amortization Date, Borrower shall repay the Term Loan in thirty six (36) equal installments of principal, plus monthly payments of accrued interest (each a “Term Loan Payment”), in each case payable on the tenth (10th) day of each month. Borrower’s final Term Loan Payment, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan. Once repaid, the Term Loan may not be reborrowed.

(iv) Procedures for Borrowing. Whenever Borrower desires a Term Loan, Borrower will notify Bank no later than 3:00 p.m. Pacific time, three (3) Business Days prior to the date the Term Loan is to be made. Each such notification shall be made (i) by telephone or in-person followed by written confirmation from Borrower within twenty four (24) hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Bank a Term Loan Request Form in substantially the form of Exhibit B hereto. Bank shall be entitled to rely on any notice given by a person who Bank reasonably believes to be a Responsible Officer or a designee thereof, and Borrower shall indemnify and hold Bank harmless for any damages or loss suffered by Bank as a result of such reliance. Bank will credit the amount of Term Loans made under this Section 2.l(d) to Borrower’s deposit account.

2.2 Overadvances. (i) If the aggregate amount of the outstanding Advances plus the aggregate amounts outstanding under the Letters of Credit Sublimit exceeds the lesser of the Revolving Line or the Borrowing Base at any time or (ii) if the aggregate amount of the outstanding Advances plus

the aggregate amounts outstanding for Credit Card Services exceeds the Borrowing Base at any time, Borrower shall immediately pay to Bank, in cash, the amount of such excess.

2.3 Interest Rates, Payments, and Calculations.

(a) Interest Rates.

(i) Advances. Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding Daily Balance thereof, at a floating rate equal to one quarter percent (0.25%) above the Prime Rate.

(ii) Term Loan. Except as set forth in Section 2.3(b), the Term Loan shall bear interest, on the outstanding Daily Balance thereof, at a floating rate equal to one quarter percent (0.25%) above the Prime Rate.

(b) Late Fee; Default Rate. If any payment is not made within ten (10) days after the date such payment is due, Borrower shall pay Bank a late fee equal to the lesser of (i) five percent (5.00%) of the amount of such unpaid amount or (ii) the maximum amount permitted to be charged under applicable law, not in any case to be less than Twenty Five Dollars ($25). All Obligations shall bear interest, from and after the occurrence and during the continuance of an Event of Default, at a rate equal to five (5) percentage points above the interest rate applicable immediately prior to the occurrence of the Event of Default (the “Default Rate”).

(c) Payments. Interest hereunder shall be due and payable on the tenth calendar day of each month during the term hereof. Bank shalt, at its option, charge such interest, all Bank Expenses, and all Periodic Payments against any of Borrower’s deposit accounts or against the Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that Bank will receive the entire amount of any Obligations payable hereunder, regardless of source of payment.

(d) Computation. In the event the Prime Rate is changed from time to time hereafter, the applicable rate of interest hereunder shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime Rate. All interest chargeable under the Loan Documents shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed.

2.4 Crediting Payments. Prior to the occurrence of an Event of Default, Bank shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation as Borrower specifies. After the occurrence of an Event of Default, the receipt by Bank of any wire transfer of funds, check, or other item of payment shall be immediately applied to conditionally reduce Obligations, but shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by Bank after 12:00 noon Pacific time shall be deemed to have been received by Bank as of the opening of business on the immediately following Business Day. Whenever any payment to Bank under the Loan Documents would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be due on the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period of such extension.

2.5 Fees. Borrower shall pay to Bank the following:

(a) Revolving Facility Fee. On the Closing Date and on the first anniversary thereof, a revolving facility fee equal to Twenty Five Thousand Dollars ($25,000), which shall be nonrefundable; and

(b) Bank Expenses. On the Closing Date, all Bank Expenses incurred through the Closing Date not to exceed Fifteen Thousand Dollars ($15,000) without Borrower’s approval, and after the Closing Date, all Bank Expenses as and when they are incurred by Bank.

2.6 Term. This Agreement shall become effective on the Closing Date and, subject to Section 13.7, shall continue in full force and effect for so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Bank shall have the right to terminate its obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default. Notwithstanding termination, Bank’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.

2.7 Extension of Maturity. Notwithstanding anything contained herein to the contrary, Bank shall have the right, in its sole and absolute discretion, to extend the Revolving Maturity Date to the tenth day of the month next following the actual Revolving Maturity Date as stated in this Agreement.

3. CONDITIONS OF LOANS.

3.1 Conditions Precedent to Initial Credit Extension. The obligation of Bank to make the initial Credit Extension is subject to the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, the following:

(a) this Agreement;

(b) a certificate of the Secretary of Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;

(d) evidence of insurance;

(e) payment of the fees and Bank Expenses then due specified in Section 2.5 hereof;

(f) current financial statements of Borrower;

(g) completed perfection certificate of Borrower (the “Perfection Certificate”);

(h) a legal opinion of counsel to Borrower;

(i) a bailee waiver for each location where Borrower maintains Collateral having a book value in excess of Fifty Thousand Dollars ($50,000);

(j) an account control agreement from CNB;

(k) duly executed payoff letter from CNB;

(l) evidence that (i) the Liens securing Indebtedness owed by Borrower to CNB will be terminated and (ii) the documents and/or filings evidencing the perfection of such Liens, including without limitation any financing statements and/or control agreements, have or will, concurrently with the initial Credit Extension, be terminated; and

(m) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

3.2 Conditions Precedent to all Credit Extensions. The obligation of Bank to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

(a) timely receipt by Bank of the Revolving Advance Request Form or Term Loan Request Form, as applicable, as provided in Section 2.1; and

(b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such Revolving Advance Request Form or Term Loan Request Form, as applicable, and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension. The making of each Credit Extension shall be deemed to be a representation and warranty by Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.

3.3 Post-Closing Conditions.

(a) By no later than February 28, 2018, Bank shall have received, in form and substance satisfactory to Bank, an audit of the Collateral, the results of which shall be satisfactory to Bank; and

(b) within thirty (30) days after the Closing Date, Bank shall have received, in form and substance satisfactory to Bank, a landlord’s consent for each of Borrower’s leased locations.

4. CREATION OR SECURITY INTEREST.

4.1 Grant of Security Interest. Borrower grants and pledges to Bank a continuing security interest in all presently existing and hereafter acquired or arising Collateral in order to secure prompt repayment of any and all Obligations and in order to secure prompt performance by Borrower of each of its covenants and duties under the Loan Documents. Except as set forth in the Perfection Certificate, such security interest constitutes a valid, first priority security interest in the presently existing Collateral, and will constitute a valid, first priority security interest in Collateral acquired after the date hereof.

4.2 Delivery of Additional Documentation Required. Borrower shall from time to time execute and deliver to Bank, at the request of Bank, all Negotiable Collateral, all financing statements and other documents that Bank may reasonably request, in form satisfactory to Bank, to perfect and continue the perfection of Bank’s security interests in the Collateral and in order to fully

consummate all of the transactions contemplated under the Loan Documents. Borrower from time to time may deposit with Bank specific time deposit accounts to secure specific Obligations. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any request by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Obligations are outstanding.

4.3 Right to Inspect. Bank (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrower’s usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.

5. REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants as follows:

5.1 Due Organization and Qualification. Borrower and each Subsidiary is a corporation duly existing under the laws of its state of incorporation and qualified and licensed to do business in any state in which the conduct of its business or its ownership of property requires that it be so qualified.

5.2 Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in Borrower’s Articles of incorporation or Bylaws, nor will they constitute an event of default under any material agreement to which Borrower is a party or by which Borrower is bound. Borrower is not in default under any material agreement to which it is a party or by which it is bound.

5.3 No Prior Encumbrances. Borrower has good and marketable title to its property, free and clear of Liens, except for Permitted Liens.

5.4 Bona Fide Eligible Recurring Revenue Contracts. The Eligible Recurring Revenue Contracts are bona fide, existing contracts. Borrower has not received notice of actual or imminent Insolvency Proceeding of any customer with respect to an Eligible Recurring Revenue Contract that is

5.5 Merchantable Inventory. All Inventory is in all material respects of good and marketable quality, free from all material defects, except for Inventory for which adequate reserves have been made.

5.6 Intellectual Property. Borrower is the sole owner of the Intellectual Property, ach of the Patents is valid and enforceable, and no part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property violates the rights of any third party. Except as set forth in the Perfection Certificate, Borrower’s rights as a licensee of intellectual property do not give rise to more than five percent (5.00%) of its gross revenue in any given month, including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service. Except as set forth in the Perfection Certificate, Borrower is not a party to, or bound by, any agreement that restricts the grant by Borrower of a security interest in Borrower’s rights under such agreement.

5.7 Name; Location of Chief Executive Office. Except as disclosed in the Perfection Certificate, Borrower has not done business under any name other than that specified on the signature page hereof. The chief executive office of Borrower is located at the address indicated in Section 10 hereof. All Borrower’s Inventory and Equipment is located only at the location set forth in Section 10 hereof.

5.8 Litigation. Except as set forth in the Perfection Certificate, there are no actions or proceedings pending by or against Borrower or any Subsidiary before any court or administrative agency in which an adverse decision could have a Material Adverse Effect, or a material adverse effect on Borrower’s interest or Bank’s security interest in the Collateral.

5.9 No Material Adverse Change in Financial Statements. All consolidated and consolidating financial statements related to Borrower and any Subsidiary that Bank has received from Borrower fairly present in all material respects Borrower’s financial condition as of the date thereof and Borrower’s consolidated and consolidating results of operations for the period then ended. There has not been a material adverse change in the consolidated or the consolidating financial condition of Borrower since the date of the most recent of such financial statements submitted to Bank.

5.10 Solvency, Payment of Debts. Borrower is solvent and able to pay its debts (including trade debts) as they mature.

5.11 Regulatory Compliance. Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA, and no event has occurred resulting from Borrower’s failure to comply with ERISA that could result in Borrower’s incurring any material liability. Borrower is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940. Borrower is not engaged principally, or as one of the important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System). Borrower has complied with all the provisions of the Federal Fair Labor Standards Act. Borrower has not violated any statutes, laws, ordinances or rules applicable to it, violation of which could have a Material Adverse Effect.

None of Borrower, any of its Subsidiaries, or any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti-Terrorism Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. None of Borrower, any of its Subsidiaries, or to the knowledge of Borrower and any of their Affiliates or agents, acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.

5.12 Environmental Condition. Except as disclosed in the Perfection Certificate, none of Borrower’s or any Subsidiary’s properties or assets has ever been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous owners or operators, in the disposal of, or to produce, store, handle, treat, release, or transport, any hazardous waste or hazardous substance other than in accordance with applicable law; to the best of Borrower’s knowledge, none of Borrower’s

properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a hazardous waste or hazardous substance djsposal site, or a candidate for closure pursuant to any environmental protection statute; no lien arising under any environmental protection statute has attached to any revenues or to any real or personal property owned by Borrower or any Subsidiary; and neither Borrower nor any Subsidiary has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal, state or other governmental agency concerning any action or omission by Borrower or any Subsidiary resulting in the releasing, or otherwise disposing of hazardous waste or hazardous substances into the environment.

5.13 Taxes. Borrower and each Subsidiary have filed or caused to be filed all tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein.

5.14 Subsidiaries. Borrower does not own any stock, partnership interest or other equity securities of any Person, except for Permitted Investments.

5.15 Government Consents. Borrower and each Subsidiary have obtained all material consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of Borrower’s business as currently conducted.

5.16 Accounts. None of Borrower’s nor any Subsidiary’s property is maintained or invested with a Person other than Bank.

5.17 Full Disclosure. No representation, warranty or other statement made by Borrower in any certificate or written statement furnished to Bank contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading.

6. AFFIRMATIVE COVENANTS.

Borrower shall do all of the following:

6.1 Good Standing. Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in its jurisdiction of incorporation and maintain qualification in each jurisdiction in which it is required under applicable law. Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which could have a Material Adverse Effect.

6.2 Government Compliance. Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, noncompliance with which could have a Material Adverse Effect.

6.3 Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a

Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (e) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance acceptable to Bank; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and a deferred revenue schedule, all in form and substance satisfactory to Bank.

Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto.

Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

6.4 Inventory; Returns. Borrower shall keep all Inventory in good and marketable condition, free from all material defects except for Inventory for which adequate reserves have been made. Returns and allowances, if any, as between Borrower and its account debtors shall be on the same basis and in accordance with the usual customary practices of Borrower, as they exist at the time of the execution and delivery of this Agreement. Borrower shall promptly notify Bank of all returns and recoveries and of all disputes and claims, where the return, recovery, dispute or claim involves more than One Hundred Thousand Dollars ($100,000).

6.5 Taxes. Borrower shall make, and shall cause each Subsidiary to make, due and timely payment or deposit of all material federal, state, and local taxes, assessments, or contributions required of it by law, and will execute and deliver to Bank, on demand, appropriate certificates attesting to the payment or deposit thereof; and Borrower will make, and will cause each Subsidiary to make, timely payment or deposit of all material tax payments and withholding taxes required of it by applicable laws, including, but not limited to, those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Bank with proof satisfactory to Bank indicating that Borrower or a Subsidiary has made such payments or deposits; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrower.

6.6 Insurance.

(a) Borrower, at its expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations where Borrower’s business is conducted on the date hereof. Borrower shall also maintain insurance relating to Borrower’s business, ownership and use of the Collateral in amounts and of a type that are customary to businesses similar to Borrower’s.

(b) All such policies of insurance shall be in such form, with such companies, and in such amounts as are reasonably satisfactory to Bank. All such policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Bank, showing Bank as an additional loss payee thereof, and all liability insurance policies shall show the Bank as an additional insured and shall specify that the insurer must give at least twenty (20) days notice to Bank before canceling its policy for any reason. Upon Bank’s request, Borrower shall deliver to Bank certified copies of such policies of insurance and evidence of the payments of all premiums therefor. All proceeds payable under any such policy shall, at the option of Bank, be payable to Bank to be applied on account of the Obligations.

6.7 Accounts. Borrower shall maintain and shall cause each of its Subsidiaries to maintain its depository, operating, and investment accounts with Bank, provided, however, Borrower may (i) maintain an operating account with CNB so long as CNB has entered into an account control agreement with Bank, in form and substance satisfactory to Bank, and (X) fifty percent (50%) of the balance of such account as of the Closing Date (the “Closing Date Balance”) is transferred to Bank within thirty (30) days after the Closing Date, (Y) seventy five percent (75%) of the Closing Date Balance is transferred to Bank within ninety (90) days after the Closing Date, and (Z) from and after the date which is one hundred twenty (120) days after the Closing Date, (a) such account serves solely as cash collateral for Borrower’s bank services maintained at CNB and (b) the aggregate amount in such account does not exceed Five Hundred Thousand Dollars (S500,000) at any time, and (ii) maintain an operating account with FRB so long as (X) the aggregate amount in such account does not exceed Five Hundred Thousand Dollars ($500,000) at any time and (Y) any balance in such account is swept weekly to Borrower’s account at Bank. Furthermore, Borrower shall and shall cause each of its Subsidiaries to endeavor to utilize Bank’s International Banking Division for any international banking services required by Borrower, including, but not limited to, foreign currency wires, hedges, swaps, foreign exchange contracts, and Letters of Credit.

6.8 Liquidity. Borrower shall maintain at all times Liquidity equal to the greater of (i) Three Million Dollars ($3,000,000) or (ii) 6 Month Cash Burn.

6.9 Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Bank in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s prior written consent.

6.10 Landlord Waivers; Bailee Waivers. In the event that Borrower or any of its Subsidiaries, after the Closing Date, intends to add any new offices or business locations, including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral

to, a bailee, in each case pursuant to Section 7.2, then Borrower or such Subsidiary will first receive the written consent of Bank and, in the event that the Collateral at any new location is valued in excess of Fifty Thousand Dollars ($50,000) in the aggregate, such bailee or landlord, as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory to Bank prior to the addition of any new offices or business locations, or any such storage with or delivery to any such bailee, as the case may be.

6.11 Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall provide prior written notice to Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Bank to cause each such Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or its Subsidiary, as applicable) shall grant and pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of each such newly created Subsidiary.

6.12 Litigation Cooperation. Commencing on the Closing Date and continuing through the termination of this Agreement., make available to Bank, without expense to Bank, Borrower and each of Borrower’s officers, employees and agents and Borrower’s Books, to the extent that Bank may reasonably deem them necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to Borrower.

6.13 Further Assurances. At any time and from time to time Borrower shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect the purposes of this Agreement.

7. NEGATIVE COVENANTS.

Borrower will not do any of the following:

7.1 Dispositions. Convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its business or property, other than: (i) Transfers of inventory in the ordinary course of business; (ii) Transfers of non-exclusive licenses and similar arrangements for the use of the property of Borrower or its Subsidiaries in the ordinary course of business; or (iii) Transfers of worn-out or obsolete Equipment which was not financed by Bank.

7.2 Change in Business; Change in Control or Executive Office. Engage in any business, or permit any of its Subsidiaries to engage in any business, other than the businesses currently engaged in by Borrower and any business substantially similar or related thereto (or incidental thereto); or cease to conduct business in the manner conducted by Borrower as of the Closing Date; or suffer or permit a Change in Control; or without thirty (30) days prior written notification to Bank, relocate its chief executive office or state of incorporation or change its legal name; or without Bank’s prior written consent, change the date on which its fiscal year ends. Borrower shall not, without at least thirty (30) days’ prior written notice to Bank add any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Fifty Thousand Dollars ($50,000) in assets or property of Borrower or any of its Subsidiaries).

7.4 Indebtedness. Create, incur, assume or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted indebtedness.

7.5 Encumbrances. Create, incur, assume or suffer to exist any Lien with respect to any of its property (including without limitation, its Intellectual Property), or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or agree with any Person other than Bank not to grant a security interest in, or otherwise encumber, any of its property (including without limitation, its Intellectual Property), or permit any Subsidiary to do so.

7.6 Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock, or permit any of its Subsidiaries to do so, except that Borrower may repurchase the stock of former employees pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase.

7.7 Investments. Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments; or maintain or invest any of its property with a Person other than Bank or permit any of its Subsidiaries to do so unless such Person has entered into an account control agreement with Bank in form and substance satisfactory to Bank; or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to Borrower.

7.8 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower except for transactions that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9 Subordinated Debt. Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated Debt, or amend any provision contained in any documentation relating to the Subordinated Debt without Bank’s prior written consent.

7.10 inventory and Equipment. Store the Inventory or the Equipment with a bailee, warehouseman, or other third party unless the third party has been notified of Bank’s security interest and Bank (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Bank’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment. Store or maintain any Equipment or Inventory at a location other than the location set forth in Section 10 of this Agreement.

7.11 Compliance. Become an “investment company” or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose. Fail to meet the minimum funding requirements of ERlSA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur, fail to comply with the Federal Fair Labor Standards Act or violate any law or regulation, which violation could have a Material Adverse Effect, or a material adverse effect on the Collateral or the priority of Bank’s Lien on the Collateral, or permit any of its Subsidiaries to do any of the foregoing.

7.12 Capital Expenditures. Make or contract to make, without Bank’s prior written consent, capital expenditures, including leasehold improvements, in any fiscal year in excess of Two Hundred Thousand Dollars ($200,000) or incur liability for rentals of property (including both real and personal property) in an amount which, together with capital expenditures, shall in any fiscal year exceed such sum.

7.13 Compliance with Anti-Terrorism Laws. Bank hereby notifies Borrower and each of its Subsidiaries that pursuant to the requirements of Anti-Terrorism Laws, and Bank’s policies and practices, Bank is required to obtain, verify and record certain information and documentation that identifies Borrower and each of its Subsidiaries and their principals, which information includes the name and address of Borrower and each of its Subsidiaries and their principals and such other information that will allow Bank to identify such party in accordance with Anti-Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed on the OFAC Lists. Borrower and each of its Subsidiaries shall immediately notify Bank if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224 or any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law.

8. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an Event of Default by Borrower under this Agreement:

8.1 Payment Default. If Borrower fails to pay, when due, any of the Obligations;

8.2 Covenant Default.

(a) If Borrower fails to perform any obligation under Article 6 or violates any of the covenants contained in Article 7 of this Agreement; or

(b) If Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between Borrower and Bank and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within ten days after Borrower receives notice thereof or any officer of Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten day period or cannot after diligent attempts by Borrower be cured within such ten day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional reasonable period (which shall not in any case exceed 30 days) to attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made.

8.3 Material Adverse Effect. If there occurs any circumstance or circumstances that could have a Material Adverse Effect;

8.4 Attachment. If any portion of Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) days, or if Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any material portion of Borrower’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of Borrower’s assets by the United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within ten (10) days after Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrower (provided that no Credit Extensions will be required to be made during such cure period);

8.5 Insolvency. If Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by Borrower, or if an Insolvency Proceeding is commenced against Borrower and is not dismissed or stayed within thirty (30) days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding);

8.6 Other Agreements. If there is a default or other failure to perform in any agreement to which Borrower is a party or by which it is bound resulting in a right by a third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of One Hundred Thousand Dollars ($100,000) or which could have a Material Adverse Effect;

8.7 Judgments. If a judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Fifty Thousand Dollars ($150,000) shall be rendered against Borrower and shall remain unsatisfied and unstayed for a period of ten (10) days (provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment); or

8.8 Misrepresentations. If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate delivered to Bank by any Responsible Officer pursuant to this Agreement or to induce Bank to enter into this Agreement or any other Loan Document.

8.9 Subordinated Debt. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower or any of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Bank, or any creditor that has signed such an agreement with Bank breaches any terms of such agreement.

8.10 Governmental Approvals. Any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any governmental authority shall have been revoked, rescinded, suspended, modified in an adverse manner, or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non-renewal has resulted in or could reasonably be expected to result in a Material Adverse Effect.

9. BANK’S RIGHTS AND REMEDIES.

9.1 Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower:

(a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.5, all Obligations shall become immediately due and payable without any action by Bank);

(b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between Borrower and Bank;

(c) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably considers advisable;

(d) Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. Borrower agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. Borrower authorizes Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Borrower’s owned premises, Borrower hereby grants Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise;

(e) Set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Bank, or (ii) indebtedness at any time owing to or for the credit or the account of Borrower held by Bank;

(f) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit;

(g) Dispose of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate;

(h) Bank may credit bid and purchase at any public sale; and

(i) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower.

9.2 Power of Attorney. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Bank’s security interest in the Accounts; (b) endorse Borrower’s name on any checks or other forms of payment or security that may come into Bank’s possession; (c) sign Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Bank determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral. The appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to provide Credit Extensions hereunder is terminated.

9.3 Accounts Collection. At any time after the occurrence of an Event of Default, Bank may notify any Person owing fonds to Borrower of Bank’s security interest in such funds and verify the amount of such Account. Borrower shall collect all amounts owing to Borrower for Bank, receive in trust all payments as Bank’s trustee, and immediately deliver such payments to Bank in their original form as received from the account debtor, with proper endorsements for deposit.

9.4 Bank Expenses. If Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Bank may do any or all of the following after reasonable notice to Borrower: (a) make payment of the same or any part thereof; (b) set up such reserves under a loan facility in Section 2.1 as Bank deems necessary to protect Bank from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.6 of this Agreement, and take any action with respect to such policies as Bank deems prudent. Any amounts so paid or deposited by Bank shall constitute Bank Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Bank shall not constitute an agreement by Bank to make similar payments in the future or a waiver by Bank of any Event of Default under this Agreement.

9.5 Bank’s Liability for Collateral. So long as Bank complies with reasonable banking practices, Bank shall not in any way or manner be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other person whomsoever. All risk of loss, damage or destruction of the Collateral shall be borne by Borrower.

9.6 Remedies Cumulative. Bank’s rights and remedies under thjs Agreement, the Loan Documents, and all other agreements shall be cumulative. Bank shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by Bank of one right or remedy shall be deemed an election, and no waiver by Bank of any Event of Default on Borrower’s part shall be deemed a continuing waiver. No delay by Bank shall constitute a waiver, election, or acquiescence by it. No waiver by Bank shall be effective unless made in a written document signed on behalf of Bank and then shall be effective only in the specific instance and for the specific purpose for which it was given.

9.7 Demand; Protest. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by Bank on which Borrower may in any way be liable.

10. NOTICES.

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.


If to Borrower:			User Testing, Inc. 2672 Bayshore Parkway, Suite #703 Mountain View, CA 94043 Attn: VP of Finance FAX: (___) ___________________ EMAIL: ______________________

If to Bank:			Bridge Bank, a division of Western Alliance Bank [*] [] Attn: [] EMAIL: [*]

The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

11. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Each of Borrower and Bank hereby submits to the exclusive jurisdiction of the state and Federal courts located in the County of Santa Clara, State of California. BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND

WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

12. JUDICIAL REFERENCE PROVISION.

12.1 In the event the Jury Trial Waiver set forth above is not enforceable, the parties elect to proceed under this Judicial Reference Provision.

12.2 With the exception of the items specified in Section 12.3, below, any controversy, dispute or claim (each, a “claim”) between the parties arising out of or relating to this Agreement or any other document, instrument or agreement between the undersigned parties (collectively in this Section, the “Loan Documents”), will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).

12.3 The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

12.4 The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

12.5 The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

12.6 The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may

be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

12.7 Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

12.8 The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

12.9 If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through §1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

12.10 THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAYING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

13. GENERAL PROVISIONS.

13.1 Successors and Assigns. This Agreement shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties; provided, however, that neither this Agreement nor any rights hereunder may be assigned by Borrower without Bank’s prior written consent,

which consent may be granted or withheld in Bank’s sole discretion. Bank shall have the right without the consent of or notice to Borrower to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Bank’s obligations, rights and benefits hereunder.

13.2 Indemnification. Borrower shall defend, indemnify and hold harmless Bank and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or Bank Expenses in any way suffered, incurred, or paid by Bank as a result of or in any way arising out of, following, or consequential to transactions between Bank and Borrower whether under this Agreement, or otherwise (including without limitation reasonable attorneys’ fees and expenses), except for losses caused by Bank’s gross negligence or willful misconduct.

13.3 Time of Essence. Time is of the essence for the performance of all obligations set forth in this Agreement.

13.4 Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

13.5 Amendments in Writing, Integration. Neither this Agreement nor the Loan Documents can be amended or terminated orally. All prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement and the Loan Documents, if any, are merged into this Agreement and the Loan Documents.

13.6 Counterparts. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.

13.7 Survival. All covenants, representations and warranties made in this Agreement shall continue in full force and effect so long as any Obligations remain outstanding or Bank has any obligation to make Credit Extensions to Borrower. The obligations of Borrower to indemnify Bank with respect to the expenses, damages, losses, costs and liabilities described in Section 13.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Bank have run.

13.8 Confidentiality. In handling any confidential information Bank and all employees and agents of Bank, including but not limited to accountants, shall exercise the same degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the subsidiaries or affiliates of Bank in connection with their present or prospective business relations with Borrower, (ii) to prospective transferees or purchasers of any interest in the Loans, (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order, (iv) as may be required in connection with the examination, audit or similar investigation of Bank and (v) as Bank may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public domain or in the knowledge or possession of Bank when disclosed to Bank, or becomes part of the public domain after disclosure to Bank through no fault of Bank; or (b) is disclosed to

Bank by a third party, provided Bank does not have actual knowledge that such third party is prohibited from disclosing such information.

13.9 Patriot Act Notice. Bank notifies Borrower that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “Patriot Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes names and addresses and other infom1ation that will allow Bank to identify the Borrower in accordance with the Patriot Act.

14. NOTICE OF FINAL AGREEMENT.

BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.


USER TESTING, INC.

By:			/s/ Darrell Benatar
Title:			CEO


WESTERN ALLIANCE BANK

By:			/s/ Matthew Spencer
Title:			VP

[Signature Page to Loan and Security Agreement]

CORPORATE RESOLUTIONS TO BORROW

Borrower: USER TESTING, INC., a California corporation

I, the undersigned Secretary or Assistant Secretary of USER TESTING, INC., a California corporation (the “Corporation”), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the State of California.

I FURTHER CERTIFY that attached hereto as Attachments I and 2 are true and complete copies of the Articles of Incorporation, as amended, and the Bylaws of the Corporation, each of which is in full force and effect on the date hereof.

I FURTHER CERTIFY that at a meeting of the Directors of the Corporation, duly called and held, at which a quorum was present and voting (or by other duly authorized corporate action in lieu of a meeting), the following resolutions (the “Resolutions”) were adopted.

BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below:

NAMES

POSITION

ACTUAL SIGNATURES

Christopher Hicken

COO / President

/s/ Christopher Hicken

Darrell Benatar

CEO

/s/ Darrell Benatar

acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered:

Borrow Money. To borrow from time to time from Western Alliance Bank, an Arizona corporation (“Bank”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation.

Execute Loan Documents. To execute and deliver to Bank that certain Loan and Security Agreement dated as of January 12, 2018 (the “Loan Agreement”) and any other agreement entered into between Corporation and Bank in connection with the Loan Agreement, including any amendments, all as amended or extended from time to time (collectively, with the Loan Agreement, the “Loan Documents”), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof.

Grant Security. To grant a security interest to Bank in the Collateral described in the Loan Documents, which security interest shall secure all of the Corporation’s Obligations, as described in the Loan Documents.

Negotiate Items. To draw, endorse, and discount with Bank all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the account of the Corporation with Bank, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable.

Letters of Credit. To execute letter of credit applications and other related documents pertaining to Bank’s issuance of letters of credit.

Corporate Credit Cards. To execute corporate credit card applications and agreements and other related documents pertaining to Bank’s provision of corporate credit cards.

Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these Resolutions.

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these Resolutions shall remain in full force and effect and Bank may rely on these Resolutions until written notice of their revocation shall have been delivered to and received by Bank. Any such notice shall not affect any of the Corporation’s agreements or commitments in effect at the time notice is given.

I FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions set forth opposite their respective names; that the foregoing Resolutions now stand of record on the books of the Corporation; and that the Resolutions are in full force and effect and have not been modified or revoked in any manner whatsoever.

IN WITNESS WHEREOF, I have hereunto set my hand on January 12, 2018 and attest that the signatures set opposite the names listed above are their genuine signatures.


CERTIFIED AND ATTESTED BY:


X			/s/ Darrell Benatar

INSURANCE AUTHORIZATION LETTER

In accordance with the insurance coverage requirements of the Loan and Security Agreement dated as of January 12, 2018 (the “Agreement”) between Western Alliance Bank an Arizona corporation (“Bank”), and User Testing, Inc., a California corporation (“Borrower”), coverage is to be provided ass t forth below:

COVERAGE: All risk including liability and property damage.

INSURED: USER TESTING, INC.

LOCATION(s) OF COLLATERAL:

1. 2672 Bayshore Parkway Mountain View, CA 94043

2. 650 5th Street, San Francisco, CA 94017

3. 690 5th Street, San Francisco, CA 94107

4. 3340 Peachtree Road, N.E., Tower Place 100, Atlanta, GA 30326

Insuring Agent: Pennbrook Insurance Services

Address: [***]

[***]

Phone Number: [***]

Fax Number: [***]

ADDITIONAL INSURED AND LOSS PAYEE:

Bank, as its interests may appear below.

BANK:

Western Alliance Bank, an Arizona corporation

[***]

The above coverage is to be provided prior to funding the Agreement. Borrower hereby agrees to pay for the coverage above and by signing below acknowledges its obligation to do so.


USER TESTING,

Signature:			/s/ Darrell Benatar

Name:			Darrell Benatar

Title:			CEO

Date:			January 12, 2018

FIRST LOAN AND SECURITY MODIFICATION AGREEMENT

This FIRST LOAN AND SECURITY MODIFICATION AGREEMENT (“Modification”) is entered into as of June 13, 2019, by and between USER TESTING, INC., a California corporation (“Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).

Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the “Indebtedness” and the Loan Agreement and any and all other documents executed by Borrower in favor of Bank shall be referred to as the “Existing Documents.”

2. CONSENT. Borrower has created a Subsidiary, User Testing Limited, company number 627120 formed under the laws of the United Kingdom (“User Testing UK”). Borrower has requested that Bank consent to the creation of User Testing UK. Subject to the conditions contained herein, and performance by Borrower of all of the terms of the Existing Documents and this Modification, Bank hereby consents to the creation of User Testing UK provided that no Event of Default has occurred prior to the occurrence of or following the creation of User Testing UK. Bank does not waive Borrower’s obligations or covenants in the Existing Documents, and Bank’s consents only extend to creation of User Testing UK as specifically described herein.

3. DESCRIPTION OF CHANGE IN TERMS.

(a) The following defined terms and their respective definitions are added to or amended and restated in Section 1.1 of the Loan Agreement as follows:

“Interest Only End Date” means January 12, 2020.

“Letters of Credit Sublimit” means a sublimit for standby letters of credit under the Revolving Line not to exceed Five Million Dollars ($5,000,000).

“Prime Rate” means the greater of (i) five and one half percent (5.50%) and (ii) the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Bank as its Prime Rate. Bank may price loans to its customers at, above or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in Prime Rate.

“Revolving Maturity Date” means January 12, 2021.

“Shares” means one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or held of record by Borrower in any Subsidiary of Borrower.

“Term Loan Maturity Date” is January 12, 2023.

“User Testing UK” means User Testing Limited, company number 627120 formed under the laws of the United Kingdom.

(b) Clause (c) of the definition of “Permitted Indebtedness” in Section 1.1 of the Loan Agreement is amended and restated as follows:

(c) Indebtedness secured by a lien described in clause (c) of the defined term “Permitted Liens,” provided (i) such Indebtedness does not exceed the lesser of the cost or fair market value of the equipment financed with such Indebtedness and (ii) such Indebtedness does not exceed Five Hundred Thousand Dollars ($500,000) in the aggregate at any given time;

(c) A new clause (f) is added to the definition of “Permitted Indebtedness” in Section 1.1 of the Loan Agreement as follows:

(f) Indebtedness of User Testing UK in an aggregate amount not to exceed Three Hundred Thousand Dollars ($300,000) at any time for cash secured credit cards maintained outside Bank.

(d) A new clause (c) is added to the definition of “Permitted Investment” in Section 1.1 of the Loan Agreement as follows:

(c) Investments by Borrower in User Testing UK in an aggregate amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) per fiscal year of Borrower.

(e) A new clause (e) is added to the definition of “Permitted Liens” in Section 1.1 of the Loan Agreement as follows:

(e) Liens incurred to secure the indebtedness described in clause (f) of the definition of “Permitted Indebtedness” so long as such Liens attach only to the cash collateral account at the financial institution providing such credit cards.

(f) Section 2.5(a) of the Loan Agreement is amended and restated as follows:

(a) Revolving Facility Fee. On the Closing Date and on each anniversary thereof, a revolving facility fee equal to Twenty Five Thousand Dollars ($25,000), which shall be nonrefundable; and

(g) A new Section 4.4 is added to the Loan Agreement as follows:

4.4 Pledge of Collateral. Borrower hereby pledges, assigns and grants to Bank a security interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations. Immediately upon certification, the certificate or certificates for the Shares will be delivered to Bank, accompanied by an instrument of assignment duly governing the Shares. Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares. Upon the occurrence of an Event of Default hereunder, Bank may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee. Unless

an Event of Default shall have occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

(h) A new Section 5.18 is added to the Loan Agreement as follows:

5.18 Shares. Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligations exists that would prohibit Borrower from pledging the Shares pursuant to this Agreement. To Borrower’s knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares. The Shares have been and will remain duly authorized and validly issued, and are fully paid and non-assessable. To Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and Borrower knows of no reasonable grounds for the institution of any such proceedings.

(i) Section 6.7 of the Loan Agreement is amended and restated as follows:

6.7 Accounts. Borrower shall maintain and shall cause each of its Subsidiaries to maintain its depository, operating, and investment accounts with Bank, provided, however,(i) Borrower may maintain an operating account with CNB so long as CNB has entered into an account control agreement with Bank, in form and substance satisfactory to Bank, and (X) fifty percent (50%) of the balance of such account as of the Closing Date (the “Closing Date Balance”) is transferred to Bank within thirty (30) days after the Closing Date, (Y) seventy five percent (75%) of the Closing Date Balance is transferred to Bank within ninety (90) days after the Closing Date, and (Z) from and after the date which is one hundred twenty (120) days after the Closing Date, (a) such account serves solely as cash collateral for Borrower’s bank services maintained at CNB and (b) the aggregate amount in such account does not exceed Five Hundred Thousand Dollars ($500,000) at any time, (ii) Borrower may maintain an operating account with FRB so long as (X) the aggregate amount in such account does not exceed Five Hundred Thousand Dollars ($500,000) at any time and (Y) any balance in such account is swept weekly to Borrower’s account at Bank, and (iii) User Testing UK may maintain an account at a financial institution other than Bank provided that the aggregate amount in such account does not exceed One Million Dollars ($1,000,000) at any time. Furthermore, Borrower shall and shall cause each of its Subsidiaries to endeavor to utilize Bank’s International Banking Division for any international banking services required by Borrower, including, but not limited to, foreign currency wires, hedges, swaps, foreign exchange contracts, and Letters of Credit.

(j) Section 7.3 of the Loan Agreement is amended and restated as follows:

transactions does not in the aggregate exceed One Million Five Hundred Thousand Dollars ($1,500,000) during the term of this Agreement, (c) no Event of Default has occurred and is continuing or would exist after giving effect to such transaction, and (d) Borrower is the surviving legal entity.

(k) Section 7.6 of the Loan Agreement is amended and restated as follows:

7.6 Distributions. Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock, or permit any of its Subsidiaries to do so, except that Borrower may repurchase (i) the stock of former employees pursuant to stock repurchase agreements, and (ii) during calendar year 2019, stock of others in an aggregate amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000), in each case as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase.

4. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.

5. PAYMENT OF EXPENSES. Bank shall pay Bank all Bank Expenses incurred through the date of this Agreement.

6. NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each of Borrower and its affiliates (each, a “Releasing Party”) acknowledges that Bank would not enter into this Modification without Releasing Party’s assurance that it has no claims against Bank or any of Bank’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Modification, each Releasing Party releases Bank, and each of Bank’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Bank of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Loan Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The provisions, waivers and releases set forth in this section are binding upon each Releasing Party and its shareholders, agents, employees, assigns and successors in interest. The provisions, waivers and releases of this section shall inure to the benefit of Bank and its agents, employees, officers, directors, assigns and successors in interest. The provisions of this section shall survive payment in full of the Obligations, full performance of all the terms of this Modification and the Loan Agreement, and/or Bank’s actions to exercise any remedy available under the Agreement or otherwise.

7. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Modification, the terms of the

Existing Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuant to this Modification in no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Modification shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to any subsequent modification agreements.

8. CONDITIONS. The effectiveness of this Modification is conditioned upon Bank’s receipt, in form and substance satisfactory to Bank, of the following:

(a) this Modification, duly executed by Borrower;

(b) the certificate(s) for the Shares, together with Assignment(s) separate from Certificates, duly executed by the pledgor in blank;

(d) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

9. NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

10. COUNTERSIGNATURE. This Modification shall become effective only when executed by Bank and Borrower.

BORROWER:

BANK:

USER TESTING, INC.

WESTERN ALLIANCE BANK,

a California corporation

an Arizona corporation

By:

/s/ Tien Anh Nguyen

By:

/s/ Shirish Sharma

Name:

Tien Anh Nguyen

Name:

Shirish Sharma

Title:

CFO

Title:

AVP

SECOND LOAN AND SECURITY MODIFICATION AGREEMENT

This SECOND LOAN AND SECURITY MODIFICATION AGREEMENT (“Modification”) is entered into as of March 18, 2020, by and among USER TESTING, INC., a California corporation (“Parent”), TRUTHLAB TECHNOLOGIES INC., a Delaware corporation (“TruthLab,” and together with Parent, individually and collectively, jointly and severally, “Borrower”) and WESTERN ALLIANCE BANK, an Arizona co1poration (“Bank”).

2. JOINDER. By execution and delive1y of this Modification, TruthLab shall, and hereby does, become a Borrower (as defined in the Loan Agreement) under the Loan Agreement and the applicable Loan Documents as if an original signatory thereto effective as of the date hereof. Each reference to “ Borrower” in the Loan Agreement and the applicable Loan Documents shall mean and refer to each of Parent and TruthLab, individually and collectively, jointly and severally. Without limiting the generality of the foregoing, TruthLab grants Bank a security interest in the Collateral to secure performance and payment of all Obligations under the Loan Agreement.

3. CONSENT. Borrower intends to enter into that certain Agreement for the Sale and Purchase of Shares in TestON AS by and among Borrower and certain Sellers (as defined therein) party thereto, in substantially the form attached hereto as Annex I, in accordance with which Borrower will acquire from the Sellers all of the shares in TestON AS, a Norwegian private limited liability company (the “Share Purchase”). Borrower has requested that Bank consent to the Share Purchase. Subject to the conditions contained herein, and performance by Borrower of all of the terms of the Existing Documents and this Modification, Bank hereby consents to the Share Purchase provided that no Event of Default has occurred prior to the occurrence of or following the effectiveness of the Share Purchase. Bank does not waive Borrower's obligations or covenants in the Existing Documents, and Bank's consent only extends to the Share Purchase as specifically described herein.

4. DESCRIPTION OF CHANGE IN TERMS

(a) The following term and its respective definition is added to Section 1.1 of the Loan Agreement as follows:

“TestON” means TestON AS, a Norwegian private limited liability company.

(b) Clause (c) of the definition of “Permitted Investment” in Section 1.1 of the Loan Agreement is amended and restated as follows:

(c) Investments by Borrower in (i) User Testing UK in an aggregate amount not to exceed Seven Million Dollars ($7,000,000) per fiscal year of Borrower, and (ii) TestON in an aggregate amount not to exceed Two Million Dollars ($2,000,000) per fiscal year of Borrower.

6.7 Accounts. Borrower shall maintain and shall cause each of its Subsidiaries to maintain its depository, operating, and investment accounts with Bank, provided, however, (i) Borrower may maintain an operating account with CNB so long as (a) CNB has entered into an account control agreement with Bank, in form and substance satisfactory to Bank, (b) such account serves solely as cash collateral for Borrower’s bank services maintained at CNB, and (c) the aggregate amount in such account does not exceed Five Hundred Thousand Dollars ($500,000) at any time, (ii) Borrower may maintain an operating account with FRB so long as (a) the aggregate amount in such account does not exceed Five Hundred Thousand Dollars ($500,000) at any time and (b) any balance in such account is swept weekly to Borrower’s account at Bank, (iii) User Testing UK may maintain an account at a financial institution other than Bank provided that the aggregate amount in such account does not exceed One Million Dollars ($1,000,000) at any time, and (iv) Test ON may maintain (a) an escrow account at a financial institution other than Bank provided that the aggregate amount in such account does not exceed Four Million Dollars ($4,000,000) at any time and the proceeds of such account are used to facilitate earn out payments, and (b) another account at a financial institution other than Bank provided that the aggregate amount in such account does not exceed Five Hundred Thousand Dollars ($500,000) at any time. Furthermore, Borrower shall and shall cause each of its Subsidiaries to endeavor to utilize Bank’s International Banking Division for any international banking services required by Borrower, including, but not limited to, foreign currency wires, hedges, swaps, foreign exchange contracts, and Letters of Credit.

(d) A new Section 15 is added to the Loan Agreement as follows:

15. CO-BORROWERS.

15.1 Co-Borrowers. Each Borrower is jointly and severally liable for the Obligations and Bank may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against the other Borrower. This Agreement and the Loan Documents are a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Bank and any Borrower. Each Borrower

shall be liable for existing and future Obligations as fully as if all of the Credit Extensions were advanced to such Borrower. Bank may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, each Borrower, including without limitation Advance Request Forms and Compliance Certificates. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of each Borrower, to act as disbursing agent for receipt of any Advances on behalf of each Borrower and to apply to Bank on behalf of each Borrower for Advances, any waivers and any consents. This authorization cannot be revoked, and Bank need not inquire as to one Borrower’s authority to act for or on behalf of another Borrower.

15.2 Subrogation and Similar Rights. Notwithstanding any other provision of this Agreement or any other Loan Document, each Borrower irrevocably waives, until all Obligations (other than inchoate indemnity obligations) are paid in full and Bank has no further obligation to make Credit Extensions to each Borrower, all rights that it may have at law or in equity (including, without limitation, any law subrogating a Borrower to the rights of Bank under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by a Borrower with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by a Borrower with respect to the Obligations in connection with the Loan Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Bank and such payment shall be promptly delivered to Bank for application to the Obligations, whether matured or unmatured.

15.3 Waivers of Notice. Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which Borrower would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. Bank’s failure at any time to require strict performance by any Borrower of any provision of the Loan Documents shall not waive, alter or diminish any right of Bank thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of Bank that changes the scope of Borrower’s risks hereunder. Each Borrower hereby waives any right to assert against Bank any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have

against another Borrower or any other Person liable to Bank with respect to the Obligations in any manner or whatsoever.

15.4 Subrogation of Defenses. For so long as any Obligations are outstanding or Bank has any obligations to make Credit Extensions to Borrower hereunder, each Borrower hereby agrees not to assert any defense based on impairment or destruction of its subrogation or other rights against any other Borrower and waives all benefits which might otherwise be available to it under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899, and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, as those statutory provisions are now in effect and hereafter amended, and under any other similar statutes now and hereafter in effect. This Section 15.4 shall have no further force or effect and shall terminate automatically upon the indefeasible repayment in full in cash of all Obligations owing to Bank and the termination of this Agreement and Bank’s obligation to make Credit Extensions to Borrower hereunder.

15.5 Right to Settle, Release.

(a) The liability of Borrower hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which Bank may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations.

(b) Without notice to any given Borrower and without affecting the liability of any given Borrower hereunder, Bank may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to another Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser or other Person who is now or may hereafter be liable with respect to any of the Obligations.

15.6 Subordination. All indebtedness of a Borrower now or hereafter arising held by another Borrower is subordinated to the Obligations and Borrower holding the indebtedness shall take all actions reasonably requested by Bank to effect, to enforce and to give notice of such subordination.

(e) Exhibit A (Collateral Description Attachment) to the Loan Agreement is replaced with Exhibit A attached hereto.

(f) Exhibit B ([Revolving Advance][Term Loan] Request) to the Loan Agreement is replaced with Exhibit B attached hereto.

(g) Exhibit D (Compliance Certificate) to the Loan Agreement is replaced with Exhibit C attached hereto.

5. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.

6. PAYMENT OF EXPENSES. Borrower shall pay Bank all Bank Expenses incurred through the date of this Agreement.

7. NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each of Borrower and its affiliates (each, a “Releasing Party”) acknowledges that Bank would not enter into this Modification without Releasing Party’s assurance that it has no claims against Bank or any of Bank’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Modification, each Releasing Party releases Bank, and each of Bank’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Bank of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Loan Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:

8. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Modification, the terms of the Existing Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuant to this

Modification in no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Modification shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to any subsequent modification agreements.

9. CONDITIONS. The effectiveness of this Modification is conditioned upon Bank’s receipt, in form and substance satisfactory to Bank, of the following:

(a) this Modification, duly executed by each Borrower;

(b) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;

(d) an insurance authorization letter by TruthLab;

(e) insurance certificates and endorsements for TruthLab;

(f) completed Perfection Certificate by TruthLab;

(g) the certificate(s) for the Shares of TestON, together with Assignments Separate from Certificates, duly executed by the pledgor in blank;

(h) payment of all Bank Expenses incurred through the date of this Modification; and

(i) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

10. NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

11. COUNTERSIGNATURE. This Modification shall become effective only when executed by Bank and Borrower.

IN WITNESS WHEREOF, the parties hereto have caused this Modification to be duly executed and delivered as of the date first written above.

BORROWER:

USER TESTING, INC.

a California corporation

By:

/s/ Andrew MacMillan

Name:

Andrew MacMillan

Title:

Chief Executive Officer

BORROWER:

TRUTHLAB TECHNOLOGIES INC.,

a Delaware corporation

By:

/s/ Tien Anh Nguyen

Name:

Tien Anh Nguyen

Title:

Chief Executive Officer, User Testing, Inc.

(parent company of Truthlab Technologies, Inc.)

BANK:

WESTERN ALLIANCE BANK,

an Arizona corporation

By:

/s/ Michael Lederman

Name:

Michael Lederman

Title:

Senior Managing Director

EXHIBIT A

DEBTOR: USER TESTING, INC., a California corporation

TRUTHLAB TECHNOLOGIES INC., a Delaware corporation

SECURED PARTY: WESTERN ALLIANCE BANK, an Arizona corporation

COLLATERAL DESCRIPTION ATTACHMENT

TO LOAN AND SECURITY AGREEMENT

All personal property of Borrower (herein referred to as “Borrower” or “Debtor”) whether presently existing or hereafter created or acquired, and wherever located, including, but not limited to:

(a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), deposit accounts, documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles and software), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records;

(b) any and all cash proceeds and/or noncash proceeds of any of the foregoing, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment. All terms above have the meanings given to them in the California Uniform Commercial Code, as amended or supplemented from time to time.

Notwithstanding the foregoing, the Collateral shall not include any copyrights, patents, trademarks, servicemarks and applications therefor, now owned or hereafter acquired, or any claims for damages by way of any past, present and future infringement of any of the foregoing (collectively, the “Intellectual Property”); provided, however, that the Collateral shall include all accounts and general intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the foregoing (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the Closing Date, include the Intellectual Property to the extent necessary to permit perfection of Bank’s security interest in the Rights to Payment.

EXHIBIT B

[REVOLVING ADVANCE][TERM LOAN] REQUEST

(To be submitted no later than 3:00 PM to be considered for same day processing)


To:			Western Alliance Bank, an Arizona corporation

Fax:			[***]

Date:


From:			USER TESTING, INC., TRUTHLAB TECHNOLOGIES INC.
			Borrower’s Name


			Authorized Signature


			Authorized Signer’s Name (please print)


			Phone Number


To Account #

Borrower hereby requests funding in the amount of $ _______ in accordance with the [Advance][Term Loan] as defined in the Loan and Security Agreement dated as of January 12, 2018.

Borrower hereby authorizes Bank to rely on facsimile stamp signatures and treat them as authorized by Borrower for the purpose of requesting the above advance.

All representations and warranties of Borrower stated in the Loan and Security Agreement are true, correct and complete in all material respects as of the date of this [Revolving Advance][Term Loan] Request; provided that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such date.

Capitalized terms used herein and not otherwise defined have the meanings set forth in the Loan and Security Agreement.

EXHIBIT D

COMPLIANCE CERTIFICATE

TO: WESTERN ALLIANCEBANK, an Arizona corporation

FROM: USER TESTING, INC., a California corporation

TRUTHLAB TECHNOLOGIES INC., a Delaware corporation

The undersigned authorized officer of USER TESTING, INC., a California corporation, hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant

Required

Complies

Annual financial statements (CPA Audited)

FYE within 180 days

Yes

Monthly financial statements and Compliance Certificate

Monthly within 30 days

Yes

10K and 10Q

(as applicable)

Yes

Annual operating budget, sales projections and operating plans approved by board of directors

Annually no later than 30 days after to the beginning of each fiscal year

Yes

A/R & A/P Agings, Borrowing Base Certificate, Deferred Revenue Schedule

Monthly within 30 days Yes

Yes

A/R Audit

Initial and Annual

Yes

Deposit balances with Bank

Deposit balance outside Bank

Financial Covenant

Required

Actual

Complies

Liquidity

See Section 6.8

Yes

Comments Regarding Exceptions: See Attached.

BANK USE ONLY

Received by:

Sincerely,

AUTHORIZED SIGNER

Date:

Verified:

SIGNATURE

AUTHORIZED SIGNER

Date:

TITLE

Compliance Status

Yes

DATE

ANNEX I

Agreement for the Sale and Purchase of Shares in TestON AS

[see attached]


			Agreement for the sale and purchase of shares in TestON AS

BETWEEN

THE PERSONS LISTED IN APPENDIX 1

(AS SELLERS)

AND

USER TESTING, INC. (AS BUYER)

13 March 2020


1	DEFINITIONS	1

2	THE TRANSACTION	6

3	CONSIDERATION	7

4	NO LEAKAGE	9

5	PRE-CLOSING UNDERTAKINGS	11

6	CLOSING CONDITIONS	12

7	PRE-CLOSING BREACHES AND TERMINATION	13

8	CLOSING	14

9	SETTLEMENT	17

10	ESCROW	17

11	BUYER'S WARRANTIES	18

12	SELLERS' WARRANTIES	18

13	COMPENSATION	30

14	INDEMNITIES	34

15	POST-CLOSING OBLIGATIONS	34

16	SELLERS' REPRESENTATIVE	36

17	ANNOUNCEMENTS AND CONFIDENTIALITY	37

18	GENERAL	37

19	GOVERNING LAW; LEGAL VENUE	39

APPENDIX 1 THE SELLERS AND ALLOCATION OF CONSIDERATION		41

APPENDIX 2 LOCKED BOX ACCOUNTS		42

APPENDIX 3 COMPANY SELLERS’ CREDIT		43

APPENDIX 4 DETERMINATION OF THE REVENUE		44

APPENDIX 5 BUSINESS PLAN		45

APPENDIX 6 ESCROW AGREEMENT		46


APPENDIX 7 COMPANY DISCLOSURE SCHEDULE									47

APPENDIX 8 THE IDEK GUARANTEE UNDERTAKING									48

APPENDIX 9 PROVIDED INFORMATION									49

This share purchase agreement is entered into on 13 March 2020 (the “Agreement Date”) between:

(1) The persons and entities listed in Appendix 1 to this Agreement (jointly the “Sellers” and each a “Seller”); and

(2) User Testing, Inc., a California corporation with a principal office at 690 5th Street, San Francisco, California 94107 (the “Buyer”).

BACKGROUND

(A) The Sellers own all of the shares in TestON AS, a Norwegian private limited liability company with registered address at [***] (the “Company”) as set out in Appendix 1. Appendix 1 further includes all stock options, including vesting status and exercise price, issued by the Company per the Agreement Date (“the “Options”).

(B) The Group (as defined below) offers digital user testing services (the “Business”).

(C) The Buyer wishes to acquire from the Sellers and the Sellers wish to sell to the Buyer all of the shares in the Company.

On this background, it is agreed as follows:

1 DEFINITIONS

In addition to definitions set out elsewhere in this Agreement, the following definitions shall apply to capitalized terms used herein:


Accounting Principles			means, for the Company, the generally accepted accounting principles of Norway, and, for the Swedish Subsidiary, the generally accepted accounting principles of Sweden and for the German Subsidiary, the generally accepted accounting principles of Germany.
Accounts			means the unaudited annual accounts of each Group Company (including balance sheet statements, income statements and notes to the accounts) for 2017, 2018 and 2019, to the extent existing for each Group Company.
Accounts Date			means 31 December 2019.
Agreement			means this share sale and purchase agreement and the appendices attached hereto.
Agreement Date			is defined in the introductory section of this Agreement.


Affiliate			means, in respect of any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the specified Person, including in the case of individuals, such related Persons as provided for in Section 1-5 (2) no. 1 and 2 of the NPLCA. For the purposes of this definition, control means, as to any Person: (i) owning so many shares or interests that they represent the majority of the votes in such Person, or (ii) through contract or otherwise, having the right to elect or remove a majority of the members of the board of directors or similar governing body of such Person. The terms “controls”, “controlled by” or “under common control with” have correlative meanings.
Applicable Law			means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule (including rules of any recognised stock exchange), permit, approval, regulation, directive, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted or promulgated or applied by a Governmental Body that is binding upon or applicable to such Person.
Business			has the meaning ascribed to such term in recital (B) to this Agreement.
Buyer			is defined in the introductory section of this Agreement.
Business Day			means a day (excluding Saturdays and Sundays and public days off) on which clearing banks are open for non-automatic business in Norway (excluding internet banking).
Closing			means the consummation of the Transaction in accordance with clause 8.
Closing Conditions			means the conditions for the Parties' respective obligation to complete the Transaction as set out in clause 6.
Closing Date			means the date on which Closing actually takes place.
Closing Schedule			is defined in clause 3.3.1.
Company			is defined in recital (A) to this Agreement.
Company Bank Account			means the bank account of the Company included in the Closing Schedule.
Company Tax Withholding Account			means the tax withholding account of the Company included in the Closing Schedule.
Company Disclosure Schedule			is defined in clause 12.
Company Sellers’ Credit			means the aggregate amount financed by the Company for the acquisition, directly or indirectly, by certain employees [***] of shares of the Company, which amounts are detailed in Appendix 3 (including accrued and unpaid interest).


Data Room			means the virtual data room provided by Google Drive and opened for the Buyer and its advisors in connection with the Transaction from 5 January 2020 until 13 March, 2020, the content of which has been downloaded to memory sticks and one copy given to each of the Buyer and the Sellers' Representative on Closing (and constituting Appendix 9 to this Agreement).
Earn-Out			shall have the meaning ascribed to such term in clause 3.4.1.
Earn-Out Threshold			shall have the meaning ascribed to such term in clause 3.4.2.
Encumbrance			means any encumbrance, restriction, mortgage, lien, charge, pledge or other security interest, pre-emptive right, right of first refusal, tag-along or drag-along right, option agreement or other agreements with similar effect, servitude, right of use or similar interest over, or related to, any asset (tangible or intangible) or its use, including with respect to shares and other securities, any restriction on use, voting, transfer, right to distributions or other ownership attributes.
Escrow Account			means a bank account with the Escrow Agent in the name of the Sellers' Representative and regulated as set out in the Escrow Agreement.
Escrow Agent			means DNB Bank ASA.
Escrow Agreement			means the agreement attached as Appendix 6.
Escrow Amount			means 15% of the sum of the Maximum Consideration.
Fairly Disclosed			means, with respect to any disclosure in the Company Disclosure Schedule, disclosure which (a) clearly indicates the particular clause or paragraph to which such disclosure relates or (b) upon a reading thereof without any independent knowledge of the subject matter thereof, reasonably apparently apply to such clause or paragraph.
Governmental Body			means any governmental (national or municipal) body, and any multinational organization or body, exercising or entitled to exercise administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature.
Group			means the group comprised by the Group Companies.
Group Companies			means the Company together with the Subsidiaries, and Group Company means any one of them.
IDEK			Idekapital Fund I AS.
IDEK Bank Account			means the bank account of IDEK included in the Closing Schedule.


IDEK Guarantee Amount			means IDEK's pro rata part of the Escrow Amount, secured and covered under a guarantee undertaking by IDEK in favour of the Buyer attached hereto as Appendix 8 (the “IDEK Guarantee Undertaking”), as security for IDEK's potential liability for breach of the Sellers Warranties, for any Leakage or the Indemnities, in lieu of such amount being part of the Escrow Amount.
IDEK Warrant Price			means USD 400,000.
Key Employees			means [***]
Leakage			means any distribution, transfer, guarantee, payment, waiver, release or any obligation or other disposition (whether conditional or unconditional) made, undertaken, established or accrued in breach of the warranties and undertakings in clause 4.1.
Leakage Parties			means the Sellers, the Affiliates of the Sellers and the Ultimate Owners jointly, and “Leakage Party” means any of them.
Leakage Amount			has the meaning ascribed to such term in clause 4.4.
Locked Box Accounts			Means the unaudited balance sheet for each of the Group Companies (nonconsolidated) as per the Locked Box Date included in Appendix 2.
Locked Box Date			Means 29 February 2020.
Loss			is defined in clause 13.1.
Long Stop Date			means 1 May 2020.
Material Adverse Change			means any event, result, fact or other occurrence that will, or is reasonably expected to, result in a material adverse change in the assets, liabilities (actual or contingent), business, financial (or other) condition, revenues, profitability or prospects of the Group, except for any change resulting from any event or circumstance which has a general impact on the industries in which the Group operates to the extent that such event or circumstance does not adversely affect the Group disproportionately compared to its competitors.
Material Agreements			has the meaning ascribed to such term in clause 12.20.1
Maximum Consideration			has the meaning ascribed to such term in clause 3.1.1
Maximum Earn-Out			means USD 4,090,000.
NPLCA			means the Norwegian Private Limited Liability Companies Act of 1997 (Norwegian: aksjeloven), as in force at the Agreement Date.
Options			has the meaning ascribed to such term in Recital (A).
Options Redemption Price			means the amount identified as the options redemption price as per Appendix 1.
Options Tax Withholding			means an amount equal to 46.4% of each exercising Options holders' part of the Options Redemption Price.
Parties or Party			means the Buyer and the Sellers jointly, and Party means any one of them.


Permitted Leakage			means the actions listed in clause 4.2
Person			means any individual, firm, company, corporation, partnership or other entity having legal personality or any government, state or agency of a state, local or municipal authority or other governmental body, including in each case the successors of each such person.
Protected Warranties			means the Sellers' Warranties set out in clause 12.1 (Organisation), 12.2 (Corporate existence), 12.3 (Power and authority), 12.4 (No consent and no conflict), 12.5 (The Shares), 12.6 (Insolvency), 12.7 (The Subsidiaries), 12.24 (Taxes), 12.25 (Compliance) and 12.26 (Financial Advisor).
Provided Information			means the information included in the Data Room.
Purchase Price			is defined in clause 3.2.1.
P&L Statement			means a profit and loss statement for the Business (as carried out by the Group Companies as per Closing and as further developed and expanded in accordance with the business plan (attached hereto as Appendix 4) and as may otherwise be agreed between the Parties) for the full financial year 2020.
Revenue			means income generated from normal business operations from Non-English Speaking Countries, and includes discounts and deductions for refunds in accordance with the Accounting Principles. For the purposes of this definition, “Non-English Speaking Countries” shall mean countries that are not natively English speaking. For clarity, any revenue generated by the Group Companies from Non-English Speaking Countries shall not be part of the business plan and thus Revenue from such countries (if any) shall not be included.
Sellers' Affiliate			is defined in clause 15.4.1.
Sellers' Bank Account			means the bank account of the Sellers included in the Closing Schedule.
Sellers' Knowledge			means the actual knowledge of the directors of the Company and the Key Employees and knowledge any of such persons reasonably should have had.
Sellers' Representative			means [***]
Sellers' Warranties			means the warranties of the Sellers set out in clause 12.
Shares			means all of the outstanding shares in the Company as at the Closing Date.
Subsidiaries			means Teston Sweden AB and Teston Germany GmbH.


Tax or Taxation			means any form of direct or indirect taxation, levy, duty, charge, withholding or impost of whatever nature (including any related fine or other penalty, interest and other additions that may become imposed or payable by operation of any applicable statute, rule or regulation or any Governmental Body) imposed, collected or assessed by a competent Governmental Body including, without limitation, any property and income tax, value added tax, stamp, export and import duty, customs, special duty, document duty, environmental tax and employment and social security tax).
Tax Return			means any return (including any information return), report, statement, schedule, notice, form or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation, or enforcement of or compliance with any applicable statute, rule or regulation relating to any Tax.
Third Party Claim			means any claim by a third party against any Group Company which is or may be subject to a claim for compensation by the Buyer against the Sellers pursuant to clause 13;
Transaction			means the sale and purchase of the Shares as contemplated by this Agreement.
Transaction Costs			means any amount of: (a) fees, expenses or liabilities relating to advice and services rendered by professional advisors and consultants in connection with the Transaction (including any value added tax or other Taxes payable in respect of such fees and expenses); and (b) any bonus paid or payable to current and former employees in connection with the Transaction (excluding any ordinary overtime payment to employees), together with the amount of any applicable employment tax and vacation pay on such amounts.
Ultimate Owners			means any individual Person holding shares (direct or indirect) in a Seller.

2 THE TRANSACTION

2.1 Sale and purchase of the Shares

2.1.1 On the terms and subject to the conditions of this Agreement, the Sellers agree to sell and transfer the Shares to the Buyer and the Buyer agrees to purchase the Shares from

the Sellers, free and clear of any Encumbrances and together with all rights attaching to them at Closing.

2.1.2 The Sellers hereby waive any right to acquire any of the Shares set out in the NPLCA, the Company's articles of association or any agreement between any of the Sellers, and the Sellers hereby confirm that any shareholders' agreement relating to the Shares entered into by any of the Sellers is terminated effective upon Closing.

3 CONSIDERATION

3.1.1 The consideration for the Shares shall be divided into the Purchase Price and a contingent Earn-Out as set out in this clause 3, and allocated among the Sellers as set out in Appendix 1. The consideration for the Shares shall not exceed USD 13,340,000 (the “Maximum Consideration”). For the avoidance of doubt, any amount payable by the Buyer under this Agreement shall be paid in USD and the Buyer shall have no exchange rate risk.

3.2 The Purchase Price

3.2.1 The Purchase Price for the Shares (and cancellation of the IDEK Warrant and the Options) (the “Purchase Price”) shall equal USD 9,250,000.

3.2.2 The Purchase Price shall be settled at Closing in accordance with clause 8.3 (g) . The transfer by the Buyer of a part of the Purchase Price to the Sellers' Bank Account in accordance with clause 8.3(g) shall be sufficient discharge of the Buyer's obligations to pay the relevant part of the Purchase Price under this Agreement and the Buyer shall not be concerned as to its application.

3.3 Closing Schedule

3.3.1 No later than two (2) Business Days prior to the Closing Date, the Sellers shall prepare and provide the Buyer with a schedule (the “Closing Schedule”) including the details of the IDEK Bank Account, the Company Bank Account, the Company Tax Withholding Account and the Sellers' Bank Account.

3.3.2 The Sellers undertake and covenant with the Buyer that all information in the Closing Schedule will be complete and correct.

3.4 Earn-Out

3.4.1 In addition to the Purchase Price, the Sellers shall be entitled to a deferred contingent consideration up to USD 4,090,000 (the “Maximum Earn-Out”), to be allocated among (i) the Sellers as set out in Appendix 1 and (ii) the Option holders in exchange for the cancellation of any unexercised Options paid in accordance with the calculation set out in Appendix 1, based on the performance of the Group as follows (the “Earn-Out”):

3.4.2 If the consolidated Revenue of the Group/the Business for the financial year 2020 reaches any of the thresholds set out below (each an “Earn-Out Threshold” and collectively the “Earn-Out Thresholds”), the Sellers will be entitled to the corresponding Earn-Out payment set out below:

•Consolidated Revenue is more than or equal to EUR 1,000,000 and less than or equal to EUR 1,150,000 – payment of 50% of the Maximum Earn Out;

•Consolidated Revenue is more than EUR 1,150,000 but less than or equal to EUR 1,325,000 – payment of 60% of the Maximum Earn-Out;

•Consolidated Revenue is more than EUR 1,325,000 but less than or equal to EUR 1,420,000 – payment of 70% of the Maximum Earn-Out;

•Consolidated Revenue is more than EUR 1,420,000 but less than or equal to EUR 1,515,000 – payment of 80% of the Maximum Earn-Out;

•Consolidated Revenue is more than EUR 1,515,000 –payment of the Maximum Earn-Out

For the avoidance of doubt, if the consolidated Revenue of the Group/Business for the financial year 2020 is below EUR 1,000,000, no Earn-Out will be payable, and any Revenue above EUR 1,515,000 will not increase the Maximum Earn-Out.

3.4.3 The calculation of the Earn-Out Thresholds shall be based on the Accounting Principles, to the extent not deviating from NGAAP and/or Applicable Law which shall prevail.

3.4.4 Since the Company's accounting currency is NOK, for the purpose of calculating whether a Earn-Out Threshold is reached pursuant to Clause 3.4.2, EUR/NOK shall be based on an agreed upon EUR/NOK currency exchange rate of 10.

3.4.5 Earn-Out shall be paid in cash to the Sellers' Bank Account.

3.4.6 The calculation of the Earn-Out Thresholds shall be based on the Revenue as it appears from the P&L Statement, determined in accordance with Appendix 4 and taking into regard clause 3.4.4.

3.5 Conduct of business during the Earn-Out Period

From the Closing Date and until 31 December 2020 (the “Earn-Out Period”), except as agreed between the Parties, the Buyer undertakes to:

(a) ensure that the Company's business is separately accounted for, including that the P&L Statement for the business is provided;

(b) retain full ownership and title to the Shares;

(c) ensure that the Company does not take part in any merger or demerger to an operating company, or similar corporate restructuring;

(d) to operate the Group in accordance with the business plan attached hereto as Appendix 4;

(e) to account for the Group's operations as separate divisions or separate legal entities from Closing and at least until 31 December 2020;

(f) to procure that sales made by a Group Company is included in the relevant Group Company's gross revenue and not allocated to the Buyer or any of its Affiliates or divisions, save for any other Group Company;

(g) to fund the Company by up to EUR 1,400,000 on an as needed basis, if necessary to achieve gross revenues of EUR 1,600,000 within 31 December 2020;

(h) to co-operate to structure the Earn-Out in a tax efficient way and independent of any individual remaining employed by the Group.

4 NO LEAKAGE

4.1 Subject to clause 4.2, the Sellers warrant and represent on the Agreement Date and on the Closing Date (and undertakes to procure) that in the period from (and excluding) the Locked Box Date to (and including) the Closing Date no Group Company has, save as expressly permitted under this Agreement:

(a) transferred any net value or made any distribution to, or redeemed or repurchased any share or loan capital from, a Leakage Party;

(b) made any payment or performance to or for the direct benefit of a Leakage Party, including payment of any bonuses or management, monitoring or similar fees except in its ordinary course of business in accordance with agreements which terms and conditions are Fairly Disclosed to the Buyer in the Company Disclosure Schedule;

(d) waived or deferred any right to any amount owed from or any other claim against a Leakage Party;

(e) established any guarantee, indemnity or security to or in respect of the obligations or liabilities of a Leakage Party;

(f) paid or incurred any Transaction Costs;

(g) taken any other action or similar which transfers value from the Company to any Leakage Party; or

(h) agreed, committed, resolved, arranged for, or accrued or incurred any obligation, to do anything set out in items 4.1 (a)-(g).

As used in clause 4, “Leakage Party” refers to such a party in any capacity, including but not limited to as a shareholder, board member, employee or consultant of the Company.

4.2 The warranty in clause 4.1 shall not apply to any of the following, all of which shall be permitted under this Agreement:

(a) any payment of any amount that is not a Transaction Cost to any board member or consultant of the Company pursuant to their current agreements with the Company or any resolutions by the Company which have been Fairly Disclosed to the Buyer in the Company Disclosure Schedule;

(b) any payment of any salary or other remuneration, including expenses and bonuses, that is not a Transaction Cost, to any employee of the Company pursuant to their current agreements with the Company which have been Fairly Disclosed to the Buyer in the Company Disclosure Schedule;

(d) any payment, waiver or deferral of any amount agreed under this Agreement.

4.3 The Sellers undertake to notify the Buyer in writing promptly after becoming aware of any Leakage, specifying the amount of the Leakage and the nature thereof.

4.4 In the event of a breach of this clause 4, the Sellers shall pay to the Buyer the gross amount of any Leakage, (a “Leakage Amount”).

4.5 The Sellers' liability in respect of this clause 4 shall be several (and not joint and several) on a pro rata basis in proportion to their shareholding in the Company as set out in Appendix 1. Each Seller shall (i) for any Leakage to itself or its Affiliates or Ultimate Owners, as a primary obligor be fully liable for the Leakage Amount, and (ii) for any Leakage to other Sellers or any of their Affiliates or Ultimate Owners, as a secondary obligor be liable up to an amount equal to the Leakage Amount on a pro rata basis in proportion to its shareholding in the Company as set out in Appendix 1.

4.6 Notwithstanding anything to the contrary set out in this Agreement, the liability of the Sellers pursuant to this clause 4 shall be the Buyer's sole and exclusive remedy with respect to Leakages. For the avoidance of doubt, the liability of the Sellers pursuant to this clause 4 shall not be subject to the limitations of liability set out in clause 13.

5 PRE-CLOSING UNDERTAKINGS

5.1 Pre-Closing Conduct

The Sellers shall from the Agreement Date until the Closing Date, except as expressly permitted by this Agreement or agreed between the Parties in writing, cause the Group Companies to conduct their business only in the ordinary course of business consistent with past practice and with a view of maintaining the Group as a going concern, and without prejudicing or limiting the generality of the foregoing, to refrain from:

(a) amending their articles of association or registered information;

(b) issuing new shares, options, warrants or other similar rights to acquire shares in the relevant Group Company;

(c) declaring, setting aside or paying any dividend, group contribution or other distribution with respect to its shares, or from directly or indirectly redeeming or purchasing any of its shares;

(d) making any changes to the compensation, benefits or pension rights of any Group Company, it being understood that this shall not prevent the Group Companies from carrying out annual salary adjustments in accordance with the negotiations of central unions or otherwise in accordance with consistent practice;

(e) amending the terms and conditions of employment (or engagement, as applicable) of a Key Employee, or amending the general terms and conditions of employment for any category of employees;

(f) hiring any new employee or terminating the employment of any employee except where there are grounds for summarily dismissal (Norwegian: avskjed) of such employee;

(g) waiving, releasing, assigning, settling or compromising any material claim or litigation;

(h) entering into any new loan agreements, or borrowing any money, except that the foregoing shall not apply to borrowing of money under existing credit lines as part of the ordinary business;

(i) entering into an agreement to acquire or divest any business, whether by merger or consolidation, purchase or divestment of substantial assets or equity interests;

(j) making any investment in, or divestment of, any single fixed asset with a value in excess of NOK 50,000;

(k) entering into or filing for insolvency, bankruptcy, reorganisation, dissolution or liquidation;

(l) terminating the current insurances or reducing the insurance coverage;

(m) entering into any transaction or new agreement or arrangement with any of the Sellers or any Affiliates of the Sellers;

(n) entering into any agreement, arrangement, resolution or commitment to do any of the activities set forth above.

6 CLOSING CONDITIONS

6.1 Conditions for the benefit of the Buyer

The Buyer's obligation to complete the Transaction is conditional upon:

(a) the Sellers not being in material breach of their obligations under this Agreement on the Closing Date;

(b) the Warranties being correct in all material respects as at the Closing Date (save where a Warranty is in itself qualified by materiality, in which case such Warranty shall be true and correct in all respects);

(d) no material change in the cash and working capital of the Group Companies since the Accounts Date having occurred;

(e) transfer of the Domain name “Teston.dk” from Tapenpinch Holding AS to the Company have been concluded at terms satisfactory to the Buyer;

(f) The Company has demonstrated to the Buyer that it complies with the General Data Protection regulation by providing:

i. Policies and procedures to ensure compliance with data protection requirements, including: (i) governing policies for privacy, information security and risk management, (ii) procedures for handling data breaches and data subject requests, and (iii) privacy by design and data protection impact assessment policies and/or procedures

ii. Records of processing activities pursuant to GDPR art 30, covering both customer and employee personal data;

iii. records of all data processors, data processing agreements and appropriate safeguards for international data transfers.

(g) the counterparties to the agreements listed at clause 6.1 (g) of the Company Disclosure Schedule, which have a right to renegotiate, amend or terminate the

agreements as a result of the Transaction, having confirmed that they will not exercise any such right in connection with the transaction; and

(h) The Company having delivered to the Buyer a draft report of the 2019 audited accounts.

6.2 Conditions for the benefit of the Sellers

The Sellers' obligation to complete the Transaction is conditional upon the Buyer not being in material breach of its obligations under this Agreement on the Closing Date.

6.3 Cooperation

6.3.1 Each Party shall use reasonable efforts to promptly take or cause to be taken all actions necessary or advisable under Applicable Law to satisfy the Closing Conditions and otherwise to consummate and effect the Transaction on the terms set out in this Agreement within the Long Stop Date.

6.3.2 Each Party may for itself and in its sole discretion waive any of the Closing Conditions available to it set out in clauses 6.1 and 6.2.

7 PRE-CLOSING BREACHES AND TERMINATION

7.1 Duty to notify

Until Closing, the Parties shall promptly upon becoming aware thereof notify each other of any circumstance or fact which results in a breach of this Agreement.

7.2 Termination events

This Agreement may be terminated at any time between signing of this Agreement and Closing by:

(a) written agreement between the Parties;

(b) written notice from a Party to the other Party where the Closing Conditions have not been satisfied (for whatever reason except for, (a) in the case where the Buyer is seeking to terminate this Agreement, the fault or breach of this Agreement of the Buyer, or (b) in the case where a Seller is seeking to terminate this Agreement, the fault or breach of Agreement of any of the Sellers) or waived in accordance with clause 6.3.2 before the Long Stop Date or such later date as the Parties may agree upon in writing.

7.3 Rights on termination

If this Agreement is terminated pursuant to clause 7.2, all further obligations of the Parties under or pursuant to this Agreement shall terminate and have no further effect,

and neither Party shall have any claim against the other under this Agreement, provided that:

(a) termination shall not affect any accrued rights or liabilities of any Party in respect of damages for any breach of this Agreement prior to such termination;

(b) where a Party has terminated this Agreement on the basis of a material breach of this Agreement (including a breach of the Sellers' Warranties in the case of the Seller), such termination shall not affect the terminating Party's right to seek compensation for the economic loss resulting from the termination of this Agreement; and

(c) the Parties' obligations set out in clauses 17 (Announcements and confidentiality), 18 (General) and 19 (Governing law; legal venue), shall survive such termination.

8 CLOSING

8.1 Time and place

Closing shall take place at [***], or electronically as agreed, on or about 18 March 2020, or, in the event that any of the Closing Conditions have not been satisfied or waived at such date, the Closing shall take on such other date and place as agreed in writing by the Parties as soon as possible after such satisfaction or waiver.

8.2 The Sellers' obligations at Closing

At Closing, the Sellers shall:

(a) deliver to the Buyer evidence of the authority of the individual completing this Agreement on behalf of the Sellers;

(b) deliver to the Buyer a copy of duly signed minutes from a board of directors meeting in the Company approving the transfer of the Shares to the Buyer, including a waiver of any rights to acquire the Shares;

(c) deliver to the Buyer evidence that the Company's pledges in the shares held directly or indirectly by [***] have been released;

(d) deliver to the Buyer evidence of transfer of the domain name “Teston.dk” to the Company from Tapenpinch Holding AS;

(e) deliver to the Buyer a signed confirmation from [***] stating that he is not entitled to any remuneration for his appointment as managing director in Teston Germany GmbH;

(f) deliver to the Buyer evidence that the Company it complies with the General Data Protection regulation by providing:

ii. Records of processing activities pursuant to GDPR art 30, covering both customer and employee personal data;

iii. records of all data processors, data processing agreements and appropriate safeguards for international data transfers.

(g) deliver to the Buyer a copy of the Company's shareholder's register showing that the Buyer has been registered as the owner of the Shares in accordance with the NPLCA Section 4-7 (1), free and clear of any Encumbrances;

(h) procure that the Company issues a confirmation to the Buyer that the Buyer has been registered as the owner of the Shares free and clear of any Encumbrances in the shareholders' register of the Company in accordance with the NPLCA Section 4-10;

(i) deliver to the Buyer written statements from the counterparties to the agreements listed at clause 6.1 (g) of the Company Disclosure Schedule, which have a right to renegotiate, amend or terminate the agreements as a result of the Transaction, confirming that they will not exercise any such right in connection with the Transaction.

(j) deliver to the Buyer written statements from all Option holders that after Closing there are no Options outstanding, vested or unvested, and that no Option holders following receipt by exercising Option holders of the Options Redemption Price have any claims related to the Options and that no option holders are entitled to any holiday pay not already included in the Options Redemption Price;

(k) deliver to the Buyer a written statement from IDEK that after Closing IDEK has no warrants, and that IDEK following the receipt of the IDEK Warrant Price do not have any claim related to warrants;

(l) deliver to the Buyer the IDEK Guarantee Undertaking duly executed by IDEK;

(m) deliver to the Buyer a statement from the board members of the Company confirming that they resign from the time of adjournment of the general meeting to be held in the Group Companies at or immediately following Closing pursuant to clause 8.3(i), and that they waive any right to any fees and other claims that

they may have against the Company in their capacity as board members at such time.

8.3 The Buyer's obligations at Closing

At Closing, the Buyer shall:

(a) deliver to the Sellers evidence of the authority of the individual(s) completing this Agreement on behalf of the Buyer;

(b) pay the IDEK Warrant Price to the IDEK Bank Account;

(d) pay the IDEK Guarantee Amount to the IDEK Bank Account on the terms of the IDEK Guarantee Undertaking;

(e) pay the Company Sellers' Credit to the Company Bank Account, which shall have the effect of reducing the allocation to the respective Sellers as shown in Appendix 1;

(f) pay the Options Tax Withholding to the Company Tax Withholding Account;

(g) pay the Purchase Price (which includes the Options Redemption Price less the Options Tax Withholding) less the amounts set out in (b) (c) (d) (e) (f) above, to the Sellers' Bank Account with valuation date no later than the Closing Date, and deliver evidence of such payment to the Sellers;

(h) notify the Company in writing of its purchase of the Shares in accordance with the NPLCA Section 4-12; and

(i) upon having become the registered owner of the Shares, procure that extraordinary general meetings in the Group Companies are held to replace all of the board members in the Group Companies and in which it is resolved to discharge, to the fullest extent permissible under Applicable Law (for the sake of clarity excluding willful misconduct and gross negligence), all past and present directors from any and all liability arising out of any and all actions taken by such directors in the capacity of directors during the relevant financial year.

8.4 Adjournment of Closing

8.4.1 All actions, deliveries and proceedings to take place at Closing as set out in clauses 8.2 and shall be deemed to take place simultaneously (to the extent practically possible), and shall be mutually conditional upon each other. Each Party may (in addition to and without prejudice to all other rights and remedies available to it) revoke any actions, deliveries and proceedings taken by it under clauses 8.2 and 8.3 (as applicable), and

demand reversal of the same until the other Party has performed all of its obligations thereunder.

8.4.2 Upon adjournment of Closing, the Parties shall sign a closing memorandum evidencing that all Closing Conditions have been satisfied and that Closing has taken place in accordance with this Agreement.

9 SETTLEMENT

It is agreed among the Sellers that the Purchase Price shall be divided between them as set out in Appendix 1 (allocations to be based on the actual applicable USD/NOK exchange rate per day of receipt of respective amounts to the Sellers' Bank Account, Appendix 1 to be updated accordingly), and that each Seller shall be responsible for its pro rata part of Transaction Costs to the legal advisors Advokatfirmaet Selmer AS and each Seller hereby irrevocably instructs the Sellers' Representative to pay its pro rata part of such costs on its behalf prior to any other distributions from the Sellers' Bank Account in accordance with Appendix 1.

10 ESCROW

10.1 The Parties have agreed to establish an Escrow Account and entered into an agreement for the operation of the Escrow Account (the “Escrow Agreement”) with the Escrow Agent.

10.2 The operation of the Escrow Account shall be governed by the Escrow Agreement, provided however that the provisions of this clause 10 shall apply between the Parties.

10.3 The Buyer may demand that any claim for payment (including interests on such claim) in accordance with clause 4.4 (Leakage), compensation for any breach of the Sellers' Warranties or the Indemnities, shall be settled (in whole or in part) by payment from the Escrow Account.

10.4 At the fifteen (15) months' anniversary of the Closing Date, or at any time thereafter, the Sellers may demand that the balance of the Escrow Account (including interest thereon) less the outstanding amount of any claim for payment (whether disputed or not, and including interest thereon) against the Sellers under this Agreement which has been notified by the Buyer to the Sellers prior to such date, shall be paid to the Seller.

10.5 The Parties shall jointly instruct the Escrow Agent to make payments from the Escrow Account in accordance with clauses 10.3 or 10.4.

10.6 The balance on the Escrow Account shall beneficially (and for all Tax purposes) belong to the Sellers. Any amount released from the Escrow Account to the Buyer shall belong to the Buyer from the time it is so released. Each Party shall ensure that all rights to the Escrow Account and the balance therein remain free from any Encumbrances.

11 BUYER'S WARRANTIES

The Buyer represents and warrants to the Sellers that each of the warranties set out in this clause 11 (Buyer's warranties) are true and accurate and not misleading as at the Agreement Date and as at Closing.

11.1 Legal status, power and authority

11.1.1 The Buyer is a private corporation duly organized and validly existing under the laws of California.

11.1.2 The Buyer has the power and authority necessary to execute and deliver this Agreement and to execute and perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Buyer. Assuming the due authorization, execution and delivery of this Agreement by the Sellers, this Agreement constitutes a legal, valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms.

11.2 No conflict

The execution, delivery or performance of this Agreement will not conflict with or violate (a) any agreement or other instrument by which the Buyer is bound or (b) any Applicable Law.

11.3 Financing

The Buyer will at Closing have sufficient funds available to pay the IDEK Warrant Price and the Purchase Price and pay all costs and expenses incurred by the Buyer in connection with the Transaction.

11.4 Insolvency

The Buyer is not insolvent, nor subject to any legal proceedings before any court or Governmental Body with regard to claims for voluntary or involuntary dissolution, liquidation or bankruptcy, debt negotiations or appointment of trustee or liquidation board.

12 SELLERS' WARRANTIES

Subject to the disclosures set forth in the disclosure schedule of the Sellers delivered to the Buyer concurrently with the parties’ execution of this Agreement and attached as Appendix 7 hereto (the “Company Disclosure Schedule”) (each of which disclosures (i) in order to be effective as an exception to the representations and warranties contained in this clause 11 shall (a) clearly indicate the particular clause or paragraph to which such disclosure relates or (b) upon a reading thereof without any independent knowledge of the subject matter thereof, reasonably apparently apply to such clause or paragraph, and (ii) shall also be deemed to be representations and warranties made by

the Sellers under this clause 11), the Sellers hereby represent and warrant to the Buyer that each of the warranties set out in this clause 12 (Sellers' Warranties) are true and accurate and not misleading as at the Agreement Date and, unless otherwise stated, as at the Closing Date.

12.1 Organisation

Each Seller that is a legal entity is duly organised and validly existing under the Laws of its respective jurisdiction of incorporation and has the right to operate its business in the manner such business is currently operated.

12.2 Corporate existence

Each Group Company is duly organized and validly existing in Norway, Sweden or Germany and is duly registered in the Register of Business Enterprises and any other mandatory public register.

12.3 Power and authority

Each Seller has the requisite corporate power and/or authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The Agreement has been duly executed and delivered by each Seller, and assuming the due authorization, execution and delivery by the Buyer constitutes the legal, valid and binding obligation of each Seller enforceable against each such Seller in accordance with its terms.

12.4 No consent and no conflict

12.4.1 No filing or registration with, notice to or permit from any Governmental Body is necessary for the Sellers' execution and delivery or performance of this Agreement.

12.4.2 Neither the execution of this Agreement, nor the consummation or performance of any of the transactions contemplated hereby, will conflict with or violate (a) any provisions of the articles of association of (i) a Seller or (ii) any Group Company, (b) any resolution adopted by the board of directors of the general meeting of any Group Company, (c) any material order, judgement, injunction, award or decree of any court, arbitrator or Governmental Body against, or binding upon, the Sellers or any of the Group Companies, or (d) any material statute, Law or regulation applicable to the Sellers or any of the Group Companies.

12.5 The Shares

12.5.1 The Shares constitute 100% of the issued shares of the Company on a fully diluted basis and are validly issued, fully paid and free and clear from any Encumbrances. Each Seller has full ownership to its part of the Shares as set out in Appendix 1.

12.5.2 Save for the Options and the IDEK Warrant, there are no outstanding securities of the Company convertible into or exchangeable for, shares of the Company, or options or other rights to acquire from the Company, or any other obligation on the Company to issue, any shares of the Company. Save for the Options, the Company has no outstanding obligations to repurchase or redeem any shares or such financial instruments as mentioned in the previous sentence.

12.5.3 No Person has claimed to have any right which conflicts with the warranties set out in this clause 12.5.

12.6 Insolvency

No Group Company is insolvent, nor subject to any legal proceedings before any court or Governmental Body with regard to claims for voluntary or involuntary dissolution, liquidation or bankruptcy, debt negotiations or appointment of trustee or liquidation board and, to the Sellers' Knowledge, no reason exists for which such proceedings should be expected.

12.7 The Subsidiaries

12.7.1 The Company has full legal title and ownership to the shares of the Subsidiaries being 100% of all issued shares of the respective Subsidiaries on a fully diluted basis. The shares of the Subsidiaries are validly issued, fully paid and free and clear of any Encumbrance. There is no agreement, conditional or unconditional, to create any Encumbrance over any of the shares of any of the Subsidiaries.

12.7.2 There are no outstanding securities of the Subsidiaries convertible into or exchangeable for, or options or other rights to acquire from the Subsidiaries, or any other obligation on the Subsidiaries to issue, shares of the Subsidiaries. The Subsidiaries have no outstanding obligations to repurchase or redeem any shares. There is no agreement to create any Encumbrance over any of the shares, owned directly or indirectly by the Company of any of the Subsidiaries.

12.7.3 No Person has claimed to have any right which conflicts with the warranties set out in this clause 12.7.

12.8 No memberships

No Group Company is a member of any form of partnership, joint venture, profit or income sharing arrangement, or any association other than recognised trade organisations.

12.9 No claims or guarantees

12.9.1 Neither the Sellers nor any of their Affiliates have any claims against any of the Group Companies, and no Group Company is indebted in any way towards the Sellers or any of their Affiliates.

12.9.2 No Group Company has provided any guarantee as security for the obligations of any third parties (including the Sellers and their Affiliates).

12.10 Books and records

All books and records of each Group Company, including constitutional and other corporate documentation such as shareholders' registers, minutes from board of directors and general meetings, articles of association, annual reports, permits and licenses, have been maintained and kept in accordance with Applicable Law, and are readily available in good order either electronically or at the registered office of the relevant Group Company.

12.11 Accounts and assets

12.11.1 The Accounts of the Group Companies have been prepared in accordance with the Accounting Principles and Applicable Law, and give in all material respects, taking into consideration that such Accounts are not audited, a true and fair view (Norwegian: rettvisende bilde) of the financial position, assets, liabilities and results from the operations, and changes in equity of each of the Group Companies and the Group as a whole on a consolidated basis, as per the Accounts Date.

12.11.2 The Group Companies lawfully own and have good and transferable title to all assets recorded in the Accounts, save for assets disposed of in the ordinary course of business. Such assets are not subject to any Encumbrances other than as set forth in the Accounts.

12.11.3 As per the Accounts Date, the Group Companies had no obligations, commitments or liabilities (liquidated or non-liquidated, contingent or otherwise), whether for Taxes or otherwise, relating to any events having occurred prior to the Accounts Date and which are not clearly described in the Accounts.

12.12 Management accounts

The Group's consolidated management accounts for 2019 and until Closing (a) have been prepared on the basis of the same accounting principles (consistently applied) as the Group's consolidated Accounts; and (b) give in all material respects, taking into consideration the purpose for which they were prepared and that they are not audited, a true and fair view (Norwegian: rettvisende bilde) of the Group's assets and liabilities and state of affairs last date of the month to which they relate, and the profit or loss and cash flow in the relevant months.

12.13 Locked Box Accounts

The Locked Box Accounts have been prepared in accordance with the Accounting Principles, consistently applied as in the Accounts and as if the Locked Box Date were the last date of the relevant accounting year, and give in all material respects a true and

fair view (Norwegian: rettvisende bilde) of the assets and liabilities of the Group Companies as at the Locked Box Date.

12.14 Position since the Accounts Date

12.14.1 Since the Accounts Date:

(a) no Group Company has done or omitted to do anything, which if done or omitted after the Agreement Date, would have constituted a breach of clause 5 (Pre-Closing Undertakings);

(b) no Group Company has repaid any loan amount, including any loan made to any shareholder, employee, vendor or other third party;

(d) no Material Adverse Change has occurred.

12.15 Loans and other financial facilities

12.15.1 All loans to any Group Company and other financial facilities available to any Group Company are Fairly Disclosed in the Company Disclosure Schedule.

12.15.2 No Group Company is in default under any of its loans or financial facilities and there is no event which gives, or after notice or with the lapse of time, or both, would give any third Person the right to call for repayment from any Group Company prior to normal maturity of any loan or other financial facility.

12.15.3 No Group Company has entered into any derivative agreements.

12.16 Real property

12.16.1 The Company Disclosure Schedule contains a correct and complete overview of all of the real property leased by the Group Companies. All lease agreements for real property have been Fairly Disclosed in the Disclosure Schedule. The Group Companies do not own any real property.

12.16.2 All the Group Companies' lease agreements relating to the real properties set out in the Disclosure Schedule are valid and entered into on commercial terms, and the Group Companies are in compliance with all material terms of such lease agreements. There are no Encumbrances over the Group Companies' lease agreements for real property.

12.16.3 The Group Companies lease all of the real property necessary to conduct their respective business as currently conducted and there are no restrictions in any such leases which prevent the premises from being used for the present use. The Group Companies have not received any written notice of termination, default, alleged failure to perform, or any offset or counterclaim, with respect to any leased premises.

12.16.4 There is no outstanding claim against any Group Company relating to a breach or default under any lease agreement and there are, to the Sellers' Knowledge, no facts or circumstances which could result in such a claim. All rent and other sums and charges payable under the real property leases to which a Group Company is a party, have been timely and duly paid.

12.16.5 All guarantees which the Group Companies are required to establish under their lease agreements have been established and are fully valid.

12.16.6 The Group Companies' use of the leased real property are in all material respects in compliance with Laws, requirements and regulations applicable to use thereof.

12.17 IPR and IT

12.17.1 For the purposes of this warranty (IPR and IT):

Intellectual Property Rights or IPR means all copyright (related to such as computer software, documents, drawings, and all other literary, scientific and artistic work) and neighbouring rights (such as database rights, rights related to lay-out design for integrated circuits, etc.), patents, inventions, trademarks, domain names, designs, company names, trade secrets, Know-how and all other intellectual property rights subsisting in any part of the world, whether registered or not, and all applications for the same.

IT System means all computer hardware and software used and developed by the Company.

Know-how means all industrial and commercial information and techniques (whether or not in any form such as paper, electronically stored data, magnetic media and film) including, without limitation, designs, drawings, specifications, component lists, manuals, process descriptions, formulations and recipes.

Third Party Software means computer software owned by a third party and licensed to and used by the Company in its course of business.

12.17.2 Except for Third Party Software, the Group owns and holds the right, title and unrestricted interest (including the right to make available, alter, sell and transfer) in all Intellectual Property Rights developed or used in its business (the “Owned Intellectual Property Rights”).No Owned Intellectual Property Rights is subject to any Encumbrance or is wholly or partially owned, held or controlled by any other Person than the Group.

12.17.3 Clause 12.17.3(a) of the Company Disclosure Schedule lists all registrable Owned Intellectual Property Rights (“Company Registered Intellectual Property Rights”) and the jurisdictions in which it has been issued or registered or in which any application for such issuance and registration has been filed. All registration,

maintenance and renewal fees currently due in connection with such Company Registered Intellectual Property Rights have been paid and all documents, recordations and certificates in connection with such Company Registered Intellectual Property currently required to be filed have been filed with the relevant Governmental Entity. Clause 12.17.3(b) of the Company Disclosure Schedule lists all registration, maintenance and renewal fees due within 60 days following the Closing Date.

12.17.4 The Group has not granted any third party any license or other rights of use in relation to any of the Owned Intellectual Property Rights that may negatively affect the Group's current commercial exploitation of its software products. The Group has not granted or is obliged to grant, any Person any exclusive right or license to use any Intellectual Property Rights. The Company's ownership and license to IPR will remain unaffected by the Transaction.

12.17.5 All Owned Intellectual Property Rights produced or developed by the Group's (current or former) employees, consultants, officers, directors or agents have been duly transferred in full to the Company, and there are no outstanding or, to the Sellers’ Knowledge, threatened claims from employees, consultants, officers, directors or agents in relation thereto. To the Sellers’ Knowledge, no former employees, consultants, officers, directors or agents have access to any critical Know-how of the Group.

12.17.6 The Group owns or has been granted the right to use (as applicable) all Intellectual Property Rights and Know-how used in, and necessary for, its business as carried out at the Closing Date.

12.17.7 The Group has complied with the terms and conditions governing its use of Third Party Software, and no claim has been received by the Company based on breach of any such terms and conditions. The Group has been granted the right to use all Third Party Software required to operate the Group's business as conducted by the Group.

12.17.8 The Company's business, operation or use of Intellectual Property Rights has not infringed or otherwise violated and does not infringe or otherwise violate Intellectual Property Rights of any other Person and there is no claim pending or, to the Sellers’ Knowledge, threatened against the Group relating to Intellectual Property Rights used by the Company, and to the Sellers' knowledge there exists no valid basis for such a claim.

12.17.9 To the Sellers’ Knowledge and as per the Agreement Date, no third party is or has been infringing any of the Owned Intellectual Property Rights. The Group has not made or stated in writing that it intends to make any claim, whether for infringement, damages or otherwise, against any third party regarding the use of Owned Intellectual Property Rights, nor does there, to the Sellers’ Knowledge, exist any valid basis for such a claim.

12.18 IT Systems

12.18.1 The IT Systems are owned by or properly licensed, leased or supplied under third party agreements to the Group, including as necessary for the provision of services to the Company's customers and partners. The Group has valid maintenance and support agreements in place relating to all material IT Systems.

12.18.2 During the past twelve (12) months prior to the Agreement Date, the Group has not experienced any material disturbances in the IT Systems caused by viruses, bugs, unauthorized access or otherwise.

12.18.3 The Group has not given any third party (excluding persons employed or retained by the Company to perform work or services that require access to the source code) access to any proprietary source code included in the IT Systems. To the Sellers' Knowledge, nothing has occurred which may trigger an obligation of the Group to provide such source code to any third party.

12.18.4 The Group has sole possession of all source code which it has developed or which it owns and the Group has not granted any rights over such source code to any Person. No source code or other computer-related business Know-how is held, or is required to be held, in escrow for the benefit of any Person.

12.18.5 No current or former employee or consultant of the Group, nor any other Person, has any right (including any right to compensation or royalty, except in accordance with mandatory law) or title to any part of the IT Systems.

12.18.6 The IT Systems are sufficient to conduct the business of the Group as conducted as per the Agreement Date.

12.18.7 None of the software distributed to third parties by the Group is subject to any obligation or condition (including any “strong copyleft” open source license such as the GNU Public License) that: (i) requires or conditions the use or distribution of such software on the disclosure, licensing or distribution of any source code for any portion of such software; or (ii) otherwise imposes any material limitation, restriction or condition on the right or ability of the Group to use or distribute any such software. All use and distribution of the Company's proprietary software, or any third party software or other licensed Intellectual Property Rights subject to an open source license, by or through the Group is in full compliance with all open source license terms applicable thereto, including all copyright notice and attribution requirements.

12.19 Trade Secrets

The Group has taken reasonable steps to protect and preserve material Know-how which constitutes confidential information or trade secrets, including the source code for the Group proprietary software, held by or for the business of the Company. The

Group is not obliged to disclose any such Know-how to any Person, and, to the Sellers’ Knowledge, there has not been any unauthorised use of any such Know-how.

12.20 Material Agreements

12.20.1 Clauses 12.20.1 a) through 12.20.1 n) of the Company Disclosure Schedule contain complete lists of each of the following types of agreements to which the Group is a party or is bound that are in effect on the Agreement Date shall be considered to be the Group's “Material Agreements”:

a) customer agreements providing revenues in excess of USD 5,000,

b) agreement imposing obligations upon any member of the Group in excess of USD 5,000 per year,

c) distributor, reseller, sales agent, marketing or support agreement,

d) joint venture or development agreement,

e) inbound or outbound intellectual property license agreement,

f) agreement with a governmental entity,

g) agreement regarding the funding of or investment in the Group,

h) agreement regarding any acquisition, share purchase, divestiture transaction or other business combination involving securities of the Group,

i) agreement regarding the settlement of a claim against the Group,

j) agreement with any person with which the Group does not deal with at arm’s length,

k) agreement regarding any loan by or to the Group or any encumbrance on any Group asset, and

l) lease of real or tangible personal property,

m) agreement with any Key Employee or director of any Group Company.

n) agreement material to the Business and not disclosed in clauses 11.19.1 a) through 11.19.1 m) of the Company Disclosure Schedule.

12.20.2 Complete copies of all Material Agreements (including any amendments to, and waivers of rights under, such agreements) have been included in the Company Disclosure Schedule. No Group Company has submitted any offer or bid which is outstanding and which if accepted would result in a material agreement, except offers for customer agreements in the ordinary course of business.

12.20.3 All Material Agreements are binding and enforceable on the parties to the agreements in accordance with their terms. No party to any Material Agreement has at any time materially breached, and to the Sellers' Knowledge no such party is likely to become in material breach of, its obligations under any Material Agreement. No Group Company has given or received notice of termination of any Material Agreement, and to the Sellers' Knowledge, no other party to any Material Agreement intends to give notice of termination of such Material Agreement.

12.20.4 No Group Company is party to any agreement, or has submitted any offer or bid which is outstanding and which if accepted would result in an agreement, which:

(a) has not been entered into on arms' length terms in the ordinary course of business;

(b) restricts the freedom of any Group Company to carry out its business as carried out at the Agreement Date; or

12.21 Employees

12.21.1 The current employment terms (including bonuses and benefits) for the Key Employees have been Fairly Disclosed in the Company Disclosure Schedule.

12.21.2 The employment agreements between the Group Companies and the Key Employees are in full force and effect and are valid and binding in accordance with their terms. The Group Companies are not in any breach of any agreement with any Key Employee or member of management and, to the Sellers’ Knowledge, no Key Employee or member of management is per the Agreement Date in any breach thereof.

12.21.3 As per the Agreement Date, no Key Employee has given or received notice to terminate his/her employment with any of the Group Companies. To the Sellers' Knowledge and as per the Agreement Date, no Key Employee or member of management intends to terminate his/her employment with any of the Group Companies.

12.21.4 No Person will be entitled to any bonus or other benefit payable by the Group Companies as a result of the Transaction except for redemption of Options, as set out herein.

12.21.5 The Group Companies have in all material respects complied with the terms of employment of all employees, including all applicable employment law requirements. As per the Agreement Date, no current or former employee of Group Company or any trade union has made claim against any Group Company for breach of any employment agreement or otherwise and, to the Sellers' Knowledge, no such claim is threatened against the Group Companies.

12.21.6 The Group Companies have not granted any loan to or issued any guarantee for the benefit of or for obligations owed by any current or former employee, except for the Company Sellers’ Credit.

12.21.7 The Group Companies have no outstanding remark which has not been remedied following any inspection by the Norwegian Work Environment Authority (Norwegian: “Arbeidstilsynet”) or any other Governmental Body supervising the working conditions of the Group Companies' employees.

12.21.8 The Group Companies are not a party to or bound by any collective bargaining agreement or is subject to consultation obligations or similar with trade unions.

12.21.9 All incentive bonuses, or other variable remuneration and/or incentive schemes with respect to the employees of the Group Companies have been Fairly Disclosed in the Company Disclosure Schedule and the Group Companies' application, execution and administration thereof, comply with Applicable Law and payments have inter alia included vacation benefits.

12.22 Pensions

Complete and correct information regarding all the Group Companies' collective and individual pension schemes (including retirement pension, early retirement pension, disability pension and survivor pension) has been Fairly Disclosed in the Company Disclosure Schedule. All premiums relating to the pension schemes of the Group Companies have been paid when due for payment. No Group Company has any deferred benefit pension scheme.

12.23 Insurance

12.23.1 The Group Companies have valid and sufficient insurance coverage pursuant to its obligations under law or contract. Clause 11.22.1 of the Company Disclosure Schedule lists all insurance policies (by policy number, insurer, location of property insured, annual premium, expiration date, and amount and scope of coverage) held by each Group Company, copies of which have been included in the Company Disclosure Schedule.

12.23.2 All insurance premiums have been paid when due for payment and each Group Company is in compliance with terms and conditions in the insurance policies. Nothing has been done or omitted to be done by any Group Company which would make any policy or insurance void or voidable or, to the Sellers' Knowledge, that would result in a reduction of the coverage (Norwegian: “avkortning”) or cancellation thereof.

12.23.3 There is no material claim outstanding under any of the Group Companies' insurance policies and, to the Sellers' Knowledge, no fact or circumstance exists which may give rise to a claim under the insurance policies. During the last 24 months prior to the date of this Agreement, there has been no material breach of any of the insurance policies.

12.24 Tax

12.24.1 The Group Companies have in a timely manner filed Tax Returns and other mandatory submissions and information with the relevant Tax authorities. All information in such mandatory Tax Returns and submissions were true, correct and complete at the time of filing.

12.24.2 All Tax obligations of the Group Companies arising from any event or transaction occurring on or prior to the Locked Box Date have been paid prior to the Locked Box Date, or been accurately recognised as liabilities in the Locked Box Accounts.

12.24.3 No Group Company is party to any dispute or disagreement with any Governmental Body in relation to Taxes, and to the Sellers' Knowledge, there is no reason for any such dispute or disagreement. No Group Company has received any notice of audit or has been subject to any investigation, audit or visit by any relevant Tax authority, and to the Sellers' Knowledge, no such investigation, audit or visit is expected.

12.24.4 No special Tax exemption, Tax benefits or other positive Tax treatments which any of the Group Companies enjoys, can be cancelled as a consequence of circumstances deriving from the Group Companies’ activities prior to Closing.

12.25 Compliance

12.25.1 Each Group Company is and has been in compliance with:

(a) all Applicable Law;

(b) the terms of, and held, all public and private permits, licenses and approvals from all Governmental Bodies and other third parties necessary to carry out its business as currently conducted, and taken all actions required to prevent such permits, licenses and approvals from lapsing; and

(c) all codes, guidelines and regulations for privacy, security and social corporate responsibility applicable to the Group Companies in any jurisdiction in which it operates and which has been issued by any Governmental Body, or any reputable international non-governmental organization and no allegation has been made to the contrary by any Person.

(d) And no allegation has been made to the contrary by any Person.

12.25.2 No Group Company is subject to or has been notified of, any particular investigation by any Governmental Body, and, to the Sellers' Knowledge, no such investigation is expected.

12.25.3 No Group Company has any outstanding remark which has not been remedied following inspections by any Governmental Body supervising the Group Company's compliance with Applicable Law.

12.25.4 Neither any Group Company nor any Person on behalf of any Group Company is or has been engaged in any coordinating activities or alike with competitors that would be in violation with Applicable Law relating to antitrust.

12.25.5 Neither any Group Company nor any Person on behalf of any Group Company is or has been involved in any conduct or practice, which might constitute bribery or other violation of Applicable Law relating to anti-corruption or anti-money laundering in Norway.

12.26 Financial advisor

No brokerage commission, finders’ fee or similar compensation has been paid or will become payable by the Group Companies as a result of or in connection with the Transaction.

12.27 Litigation

12.27.1 No Group Company is party to any litigation, criminal proceedings, arbitration or alternative dispute resolution proceedings, nor has any Group Company been notified, or notified any other party, of or is, to the Sellers’ Knowledge, reasonably expecting any such proceedings.

12.27.2 No Group Company has received written notification that any investigation or enquiry is being conducted by any Governmental Body in respect of its affairs, and to the Sellers' Knowledge there are no circumstances that are likely to give rise to such investigation or enquiry.

12.28 Provided Information

The Provided Information is attached hereto as Appendix 6. The Provided Information is correct and not misleading and in all material respects complete and there are no facts or circumstances related to any of the Group Companies or their business or operations which have not been Fairly Disclosed in the Company Disclosure Schedule, which, if disclosed, would affect the willingness of a normal and reasonable Person to purchase the Shares on the terms of this Agreement. Insignificant errors shall however be disregarded.

12.29 No other warranties

Except for the Sellers' Warranties, the Sellers do not make any express or implied warranty or representation in respect of the Shares, the Group or the Business.

13 COMPENSATION

13.1 Compensation by the Sellers

Subject to the limitations set out in this clause 13, each Seller shall compensate (on a pro rata basis based on the portion of the Maximum Consideration they become entitled

to) the Buyer from and against any reasonably foreseeable net loss (a “Loss”). For the purposes of this clause 13 the term “Loss” shall include any reasonably foreseeable net loss suffered by the Buyer or a Group Company with respect to any breach of any Sellers' Warranty.

13.2 Sole remedy

Breach of the Sellers' Warranties shall constitute the only valid basis for any claims of whatever nature from the Buyer against the Sellers related to the condition of the Shares or the Group Companies, including its legal, financial, commercial or technical state or situation. Consequently, the Buyer may not make any claims against the Sellers for breach of the Sellers' Warranties on the basis of the principles of defectiveness in the background law (Norwegian: bakgrunnsrettens regler om mangler), including the Norwegian Act on Sale of Goods no. 27/1988 (Norwegian: lov nr. 27/1988, kjøpsloven).

13.3 Company Disclosure Schedule and duty to limit Losses

Disclosures which are Fairly Disclosed to the Buyer in the Company Disclosure Schedule shall not constitute a breach of the Sellers' Warranties. The Sellers shall not be liable for any Loss to the extent such Loss (or part of a Loss) arises as a consequence of the Buyer's breach of its obligation under Applicable Law to limit such Loss.

13.4 Time limitations

13.4.1 The Buyer must notify the Sellers (such notification, a “Claim Notice”) of any claim within (40) Business Days after the date when the Buyer became aware that a claim could be brought. The Claim Notice shall include a specification of the relevant circumstances constituting a breach and, if available, the amount of the Loss incurred or suffered as a result of the breach.

13.4.2 The Sellers shall have no liability with respect to any claim under the Warranties unless the Sellers have been notified by the Buyer in accordance with clause 13.4.1 before:

(a) the date falling ten (10) years and 60 days from the Closing Date in respect of a breach of the Warranty set out in clause 12.24 (Tax);

(b) the date falling five (5) years and 60 days from the Closing Date in respect of a breach of the Protected Warranties other than Tax; or

(c) the date falling eighteen (18) months after the Closing Date in respect of a breach of any other Warranty than the Protected Warranties and the Warranty set out in clause 12.24 (Tax).

13.4.3 Other than as set out in this clause 13.4, there shall be no time limitations on the Sellers' liability for breaches of the Protected Warranties.

13.5 Financial limitations

13.5.1 Subject to 13.5.2, the Sellers' liability for breach of the Sellers' Warranties, shall be quantitatively limited as follows:

(a) the Sellers shall have no liability with respect to any individual Loss unless such Loss exceeds the amount of NOK 150,000 (losses of a substantially similar nature arising from substantially similar matters shall be calculated as one Loss);

(b) the Sellers shall have no liability unless the aggregate Losses for which the Sellers are otherwise liable exceeds the amount of NOK 1,000,000, but then for the whole amount; and

(c) the Sellers' aggregate liability for breach of the Sellers' Warranties shall not exceed 20% of the Maximum Consideration.

13.5.2 Clause 13.5.1 shall not limit the Sellers' liability for breaches of the Protected Warranties, provided however that the several liability of a Seller in respect of any Loss arising as a result of a breach of the Protected Warranties shall not exceed the amount of the Maximum Consideration received by such Seller, except that the several liability of a Seller in respect of any Loss arising as a result of breach of the Warranty set out in clause 12.24 (Tax) shall be capped at 20% of each such Seller’s pro rata portion of the Maximum Consideration.

13.6 No liability - changes in law, accounting bases, etc.

13.6.1 No liability for the Sellers shall arise:

(a) if and to the extent that any claim occurs as a result of any legislation not in force at Signing, or which takes effect retroactively, or occurs as a result of any increase in the Tax rate in force at the Agreement Date;

(b) if and to the extent the Loss is recoverable by insurance in force on the Closing Date for the benefit of a Group Company or the Buyer;

(c) if and to the extent the Buyer or a Group Company actually recovers the Loss by indemnity from any Person other than the Sellers, whether under contract, any provision of Applicable Law, insurance policy or otherwise, provided the Group Companies and/or the Buyer have complied with their duty under Applicable Law to limit Losses; or

(d) if and to the extent that a specific provision for the matter has been made in the or the Accounts.

(e) if and to the extent a Loss occurs as a result of an act of or omission by the Buyer or any Group Company after the Closing Date.

13.7 Liability among Sellers

13.7.1 Any and all of the covenants, liabilities and obligations of each of the Sellers under this Agreement are pro rata based on the portion of the Maximum Consideration they become entitled to, and no claim may be made against any Seller in respect of any breach of this Agreement by any other Seller.

13.7.2 Clause 13.7.1 shall not apply in the event of a breach of the Protected Warranties, which are given by each Seller individually, for which each Seller may only be liable for its own breach and for which each Seller shall be fully liable subject to clause 13.5.2.

13.8 Contingent Liabilities

For the purposes of this Agreement, a liability which is contingent shall not constitute a Loss unless and until such contingent liability becomes an actual liability and is due and payable, provided, however, that this shall not limit the Buyer's right to make a claim for such Loss, pursuant to clause 13.4, and notice within such deadline will not defer the Buyer's right to compensation even if the liability materialises after the lapse of such relevant deadline.

13.9 Third Party Claims

In the event that the Buyer would make a claim against the Sellers, the Buyer will allow and grant permission to the Seller's Representative and its professional advisers to gain reasonable access to books and records held by the Group Companies and being relevant to the claim and the defence against the claim.

If the Buyer or any Group Company receives notice of any Third Party Claim, the Buyer will notify the Sellers' Representative thereof in writing without undue delay. The Sellers are, at their own cost and subject to written notice to the Buyer, entitled to assume the joint defence of such Third Party Claim. The Buyer shall cooperate with the Sellers in such defence. The Buyer may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Third Party Claim. The Sellers shall not be liable for any litigation costs or expenses incurred by the Buyer without the Sellers’ Representative's written consent, such consent not to be unreasonably withheld, conditioned or delayed. The Sellers shall not settle any Third Party Claim if such settlement (a) does not fully and unconditionally release the Group Companies and the Buyer from all liability relating thereto, or (b) acknowledges fault by the Group Companies or the Buyer, unless the Buyer otherwise agrees in writing.

13.10 No limitation on the Sellers' liability

No limitations on the Sellers' liability shall apply in the event of fraud, wilful misconduct or gross negligence.

14 INDEMNITIES

Notwithstanding any limitations in this Agreement, the Sellers shall indemnify and hold harmless the Purchaser against any loss, costs or expenses suffered or incurred in connection with

(a) any claims from Testo SE & CO. KGaA or any of its Affiliates regarding infringement of trademarks held by such parties;

(b) taxes incurred on the Company and not covered by such employees as a result of employees selling shares in the Company and/or exercising options in the Company in connection with the Transaction;

(d) any claims for payment of overtime from employees.

15 POST-CLOSING OBLIGATIONS

15.1 Access to material

The Buyer shall procure that the Group Companies after Closing grant the Sellers reasonable access to accounting material and other relevant information from the period before Closing, to the extent this is required for the Sellers to comply with its statutory obligations.

15.2 Waiver of rights

15.2.1 Absent fraud or gross negligence the Buyer waives any rights and claims which it may have against any board member or employee of the Sellers or the Group Companies in respect of any misrepresentation, inaccuracy or omission in any information or advice given by them to the Buyer in connection with the Transaction.

15.2.2 This clause 15.2 may be invoked by the Sellers and the current and previous board members and employees of the Sellers and the Group Companies.

15.3 Audited accounts

The Sellers shall procure that the Company obtains audited accounts for 2019 prior to 30 April 2020.

15.4 Restrictive covenants

15.4.1 Non-solicit obligation

For a period of 36 months from the Closing Date each of the Sellers and each of the Ultimate Owners shall not, and shall procure that each of its Affiliates do not, directly

or indirectly, solicit from any Group Company any Person who is an employee or consultant of any Group Company as of the Closing Date. Notwithstanding the foregoing, the Sellers, the Ultimate Owners or any of their respective Affiliates (in each case a “Seller Affiliate”) shall not be precluded from (i) making any public advertisement or other general solicitation of employment not specifically directed at such employees (including the participation in job fairs and general solicitation through employment agencies), or (ii) hiring any such employee who (a) responds to a public advertisement placed by a Seller Affiliate or other general solicitation by a Seller Affiliate not specifically directed at such employees, (b) has terminated its employment with the Group before the solicitation, or (c) contacts a Seller Affiliate directly and solely on his/her own initiative without any solicitation from a Seller Affiliate.

15.4.2 Non-compete obligation

For a period of 36 months from the Closing Date, each of Cmoen Invest AS, Hauglid Holding AS, Jining Kea Zhang AS and their Ultimate Owners shall not, and shall procure that each of its Affiliates do not, invest, conduct, establish or otherwise engage, whether directly or indirectly, and whether as an owner, director or otherwise, in any business competing with the Group's business activities. This limitation shall however not limit any individual to seek ordinary salaried employment without equity interests.

15.4.3 Liquidated damages

Upon a breach by a Seller or Ultimate Owner of its obligations under clauses 15.4.1 and 15.4.2, which breach cannot be remedied or has not been remedied to the Buyer's satisfaction within 10 Business Days from the receipt of a written notice thereof, the Seller in breach or Ultimate Owner in breach will pay to the Buyer on demand NOK 500,000 in liquidated damages for each breach, as well as an additional amount of NOK 250,000 for each month thereafter for any continuing breach.

The right of the Buyer to receive liquidated damages is not conditional upon the Buyer having suffered any actual Loss as a result of the breach and does not exclude any right of compensation for Losses in excess of the liquidated damages or other remedies available to the Buyer by Law. Each Seller and Ultimate Owner acknowledges that the obligation to pay liquidated damages is reasonable in light of the importance to the Buyer of the undertakings in clauses 15.4.1 and 15.4.2) and the difficulties inherent in proving any Loss as a result of any breach of such undertakings. The maximum liability for a breach of clauses 15.4.1 and 15.4.2 shall be limited to the portion of the Maximum Consideration that such breaching Seller or Ultimate Owner has received or has a right to receive (directly or indirectly).

If a Seller or an Ultimate Owner is in doubt of whether a contemplated activity would constitute a breach of clause 15.4.2, it may submit a written request to the Buyer for permission to conduct such activity. Such written request must include all relevant details of the contemplated activity for the Buyer to be able to make an informed assessment and decision on the matter. Provided such notice requirements are complied

with and the Buyer has (a) approved the activity in writing, or (b) not responded to the request within 20 Business Days after the date of submission, the Seller/Ultimate Owner having made the request may commence such contemplated activity. Provided such activity does not deviate from or otherwise go beyond the description made in the request letter, the Buyer will not be entitled to claim liquidated damages from such Seller/Ultimate Owner for breach of clause 15.4.2 in relation to such activity.

16 SELLERS' REPRESENTATIVE

16.1 Each of the Sellers hereby irrevocably appoints the Sellers' Representative as the sole representative of such Seller to act on his/her/its behalf for all purposes under this Agreement including for the purposes of:

16.2 accepting notices on behalf of such Seller in accordance with clause 18.6 (Notices);

(a) granting any consent or approval on behalf of such Seller under this Agreement; and

(b) generally taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement to be performed by such Seller or the Sellers' Representative on behalf of such Seller (including, but not limited to any execution of any document or performing any act in connection with Closing).

16.3 Each Seller hereby irrevocably appoints the Sellers' Representative as its attorney with full authority on its behalf and in the Sellers' name or otherwise to do all acts and to execute and deliver such documents or deeds as are required by Applicable Law or as may, in the reasonable opinion of the Sellers' Representatives, be required to give effect to the matters described in this clause 16, including but not limited to delegating such powers, partly or fully, to any other Person.

16.4 The Buyer and each Seller acknowledge that in exercising the powers and authorities conferred by this clause 16 upon the Sellers' Representative, the Sellers' Representative shall not be acting, or be construed as acting, as the agent or trustee on behalf of any Seller, and each Seller and the Buyer agree that the Sellers' Representative shall have no liability whatsoever to the Buyer or any Seller in relation to the exercise of those powers and authorities, save to a Seller in the case of gross negligence, fraud or wilful misconduct.

16.5 All communication from the Buyer to the Sellers' Representative, in its capacity as Sellers' Representative, is deemed to be given to each of and all of the Sellers.

16.6 Each Seller hereby undertakes to hold the Sellers' Representative harmless for any claim or liability the Sellers' Representative may incur in such capacity, including that each Seller shall refrain from filing or asserting any claims against the Sellers' Representative, except in each case any claim which may result from an act or omission

resulting from gross negligence, wilful misconduct or misrepresentation or otherwise in bad faith.

17 ANNOUNCEMENTS AND CONFIDENTIALITY

17.1 No announcement in connection with the existence or subject matter of this Agreement shall be made or issued by or on behalf of a Party without prior written approval from the other Party, except that:

(a) this shall not prevent any announcement required by Applicable Law; and

(b) Buyer shall have the right to announce that the Transaction has been agreed and/or completed (whenever applicable), however without disclosing any pricing or consideration terms.

17.2 The Sellers and the Buyer shall keep confidential, and shall cause their respective directors, officers, employees, agents, advisors and Affiliates to keep confidential, this Agreement and any written, oral or other information obtained in confidence from the other Party in connection with the Transaction.

17.3 The Sellers shall after Closing keep confidential, and shall cause their respective directors, officers, employees, agents, advisors and Affiliates to keep confidential, any business secrets or other information of a confidential nature related to any Group Company and such company's business and operations, including information on the Transaction and the Minority Acquisitions.

17.4 Neither clause 17.2 or 17.3 shall apply (a) to information which becomes publicly available through no fault of a Party; (b) to the extent that the disclosure or use of information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Transaction; or (c) to the extent that the disclosure or use of information is required by Applicable Law. Further, clause 17.2 shall not apply where the disclosure is made to a third party in connection with a due diligence of the Party, and the relevant third party has undertaken to keep the information confidential.

17.5 Nothing in this clause 17 shall restrict or impair the Buyer's ownership in the Company after Closing in general or the Buyer's right to communicate information about the transactions contemplated by this Agreement to its ultimate interest holders.

18 GENERAL

18.1 Entire agreement

This Agreement constitutes the entire agreement between the Parties relating to the Transaction and supersedes all previous agreements, whether oral or in writing, between the Parties relating to the Transaction.

18.2 No amendments

This Agreement may only be changed or modified by any agreement in writing signed by the Parties.

18.3 No rescission or termination

No Party shall in any circumstances be entitled to rescind or terminate this Agreement, except prior to Closing as set out in clause 7.

18.4 Transfer of rights and obligations

No Seller may transfer its respective rights or obligations under this Agreement to any other Person (whether by transfer, merger, amalgamation or otherwise) without the prior written consent of the Buyer. The Buyer may assign this Agreement and any of its rights, interests or obligations hereunder, in connection with a merger, acquisition, sale of all or substantially all of its assets or other change in control transaction.

18.5 Costs and expenses

Except if and to the extent expressly provided in this Agreement, each Party shall bear the costs and expenses incurred by it in connection with the preparation, execution and performance of this Agreement and the Transaction, including all fees and expenses of agents, representative, counsel, accountants and other professional advisors.

18.6 Notices

Any notice to be given under this Agreement shall be in writing and in the English language. Such notice shall be deemed duly given or made when delivered personally or by post or email to the relevant Party using the following contact details (which may be changed by the relevant Party upon prior written notification to the other Party):


If to the Sellers:			the Sellers' Representative:

			[***]

With a copy to			[***]

If to the Buyer:			User Testing, Inc. Office of the General Counsel 690 5th Street San Francisco, CA 94107 [***]

With a copy to			[***]

18.7 Invalidity etc.

Any invalidity, illegality or unenforceability of any provision of this Agreement in any jurisdiction, shall not affect the validity, legality or enforceability of the relevant provision in any other jurisdiction, or of any other provision of this Agreement in any jurisdiction.

18.8 Overdue interest

If a Party which is required to pay any sum (including interest) under this Agreement fails to pay such sum when due for payment, it shall pay interest on such sum for the period from and including the due date up to the date of actual payment in accordance with the Norwegian act relating to interest on overdue payment of 1976 (Norwegian: forsinkelsesrenteloven).

19 GOVERNING LAW; LEGAL VENUE

19.1 All matters arising out of or relating to this Agreement shall be governed by Norwegian law.

19.2 Any dispute arising from or related to this Agreement shall be finally settled by arbitration according to the Norwegian act no. 25/2004 on arbitration (Norwegian: lov nr. 25/2004, voldgiftsloven). The place for the arbitration shall be Oslo and the language for all documentation and proceedings related to the arbitration shall be Norwegian. The dispute, the arbitration proceedings, the documentation and testimony exchanged during the arbitration and the arbitral award shall be confidential.

* * *

Execution blocks follow on next page

SIGNATURE PAGE


USER TESTING, INC.




Andrew MacMillan


On behalf of the Sellers





Christoffer Moen
Attorney-in-fact, Sellers' Representative

On behalf of the Ultimate Owners with respect to clause 15.4, being the owners of Cmoen Invest AS, Hauglid Holding AS and Jining Kea Zhang AS, respectively





Christoffer Moen						Erik Hauglid

Attorney-in-fact						Attorney-in-fact





Kea Zhang

Attorney-in-fact

APPENDIX 1 THE SELLERS AND ALLOCATION OF CONSIDERATION

[***]

APPENDIX 2 LOCKED BOX ACCOUNTS

[***]

APPENDIX 3 COMPANY SELLERS’ CREDIT

[***]

APPENDIX 4 DETERMINATION OF THE REVENUE

1.1 The Buyer shall prepare and deliver to the Sellers' Representative a draft P&L Statement no later 31 March 2021, including the Revenue on which the Earn-Out shall be based.

1.2 The Buyer shall grant and shall also procure that the Company grants the Sellers' Representative (and Expert, if applicable) such documentation as may reasonably be requested by the Sellers in order for the Sellers to verify the Revenue included in the P&L Statement.

1.3 In the event that the Sellers' Representative does not agree on the Revenue included in the P&L Statement, the Sellers Representative shall object to the Buyer in writing within thirty (30) calendar days after the receipt of the Buyer's P&L Statement. If the Sellers' Representative object within the relevant thirty days' period, the Parties shall attempt to agree on the Revenue.

1.4 If the Parties have not reached an agreement on the Revenue within thirty (30) calendar days after the objection by the Sellers' Representative, each of the Buyer and the Sellers' Representative may require that a reputable audit firm being independent of the Buyer, the Group and the Sellers (the “Expert”) shall decide on the Revenue, and confirm the correct Revenue to be used for the purpose of determining the Earn-Out. The Expert shall be agreed to by the Parties.

1.5 If the Expert is so appointed, the Sellers' Representative shall submit its calculation of the Revenue. The Buyer and the Group Companies shall grant access for the Expert to all information and documentation reasonably requested for the purpose of determining the Revenue. Neither of the Parties may discuss the merits of the case with the Expert without the presence of the other Party. The Expert must provide its decision on the Revenue as soon as practically possible.

1.6 In the absence of manifest error or fraud the Expert’s decision on the Revenue shall be final and binding on the Parties. For avoidance of doubt, the Expert is acting as an expert and not an arbitrator.

1.7 The Sellers and the Buyer shall bear the costs for the Expert in the same proportion as to which the Expert’s decision on the Revenue differs from the Parties' original opinion of the Revenue.

APPENDIX 5 BUSINESS PLAN

[***]

APPENDIX 6 ESCROW AGREEMENT

[***]

APPENDIX 7 COMPANY DISCLOSURE SCHEDULE

[***]

APPENDIX 8 THE IDEK GUARANTEE UNDERTAKING

[***]

APPENDIX 9 PROVIDED INFORMATION

Appendix 9 is enclosed in the form of a USB memory stick.

THIRD LOAN AND SECURITY MODIFICATION AGREEMENT

This THIRD LOAN AND SECURITY MODIFICATION AGREEMENT (“Modification”) is entered into as of September 10, 2020, by and among USER TESTING, INC., a California corporation (“Parent”), TRUTHLAB TECHNOLOGIES INC., a Delaware corporation (“TruthLab,” and together with Parent, individually and collectively, jointly and severally, “Borrower”) and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated January 12, 2018, by and between Borrower and Bank, as may be amended from time to time, including but without limitation by that certain First Loan and Security Modification Agreement dated as of June 13, 2019, and that certain Second Loan and Security Modification Agreement dated as of March 18, 2020 (“Loan Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Loan Agreement.

2. DESCRIPTION OF CHANGE IN TERMS

(a) The following terms and their respective definitions are added to Section 1.1 of the Loan Agreement as follows:

“Parent” means USER TESTING, INC., a California corporation.

“Parent Scottish Enterprise Guaranty” means that certain Parent Company Guarantee dated on or after the date of the Scottish Enterprise Grant provided by Parent in favor of Scottish Enterprise in connection with the Scottish Enterprise Grant.

“Scottish Enterprise Grant” means that certain Scottish Enterprise Grant Award dated July 30, 2020, in an aggregate amount not to exceed £3,201,879 provided by Scottish Enterprise to User Testing UK in connection with the project titled “Human Insights Program”.

(b) New clauses (g) and (h) are added to the definition of “Permitted Indebtedness” in Section 1.1 of the Loan Agreement as follows:

(g) Indebtedness of User Testing UK to Scottish Enterprise pursuant to the Scottish Enterprise Grant in an aggregate amount not to exceed £3,201,879.

(h) the Parent Scottish Enterprise Guaranty.

6.8 Financial Covenants.

(a) Liquidity. Borrower shall maintain at all times Liquidity equal to the greater of (i) Three Million Dollars ($3,000,000) or (ii) 6 Month Cash Burn.

(b) Minimum Cash. Borrower shall maintain at all times unrestricted cash at Bank in an amount equal to at least the Dollar Equivalent of the aggregate amount of the

grant awards distributed under the Scottish Enterprise Grant. “Dollar Equivalent” means the equivalent amount therefor in U.S. Dollars as determined by Bank on the basis of the then-prevailing rate of exchange for the sales of such foreign currency on the day such grant award is received by User Testing UK.

(d) Exhibit D (Compliance Certificate) to the Loan Agreement is replaced with Exhibit D attached hereto.

3. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.

4. NO DEFENSES OF BORROWER/GENERAL RELEASE. Borrower agrees that, as of this date, it has no defenses against the obligations to pay any amounts under the Indebtedness. Each of Borrower and its affiliates (each, a “Releasing Party”) acknowledges that Bank would not enter into this Modification without Releasing Party’s assurance that it has no claims against Bank or any of Bank’s officers, directors, employees or agents. Except for the obligations arising hereafter under this Modification, each Releasing Party releases Bank, and each of Bank’s officers, directors and employees from any known or unknown claims that Releasing Party now has against Bank of any nature, including any claims that Releasing Party, its successors, counsel, and advisors may in the future discover they would have now had if they had known facts not now known to them, whether founded in contract, in tort or pursuant to any other theory of liability, including but not limited to any claims arising out of or related to the Loan Agreement or the transactions contemplated thereby. Releasing Party waives the provisions of California Civil Code section 1542, which states:

5. CONTINUING VALIDITY. Borrower understands and agrees that in modifying the existing Indebtedness, Bank is relying upon Borrower’s representations, warranties, and agreements, as set forth in the Existing Documents. Except as expressly modified pursuant to this Modification, the terms of the Existing Documents remain unchanged and in full force and effect. Bank’s agreement to modifications to the existing Indebtedness pursuant to this Modification in no way shall obligate Bank to make any future modifications to the Indebtedness. Nothing in this Modification shall constitute a satisfaction of the Indebtedness. It is the intention of Bank and Borrower to retain as liable parties all makers and endorsers of Existing Documents, unless the party is expressly released by Bank in writing. No maker, endorser, or guarantor will be released by virtue of this Modification. The terms of this paragraph apply not only to this Modification, but also to any subsequent modification agreements.

6. CONDITIONS. The effectiveness of this Modification is conditioned upon Bank’s receipt, in form and substance satisfactory to Bank, of the following:

(a) this Modification, duly executed by Borrower;

(b) payment of all Bank Expenses incurred through the date of this Modification; and

7. NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

8. COUNTERSIGNATURE. This Modification shall become effective only when executed by Bank and Borrower.

IN WITNESS WHEREOF, the parties hereto have caused this Modification to be duly executed and delivered as of the date first written above.


BORROWER:

USER TESTING, INC.,
a California corporation

By:			/s/ Tien Anh Nguyen

Name:			Tien Anh Nguyen

Title:			CFO


TRUTHLAB TECHNOLOGIES INC.,
a Delaware corporation

By:			/s/ Tien Anh Nguyen

Name:			Tien Anh Nguyen

Title:			CFO (of User Testing, Inc.)


BANK:

WESTERN ALLIANCE BANK,
an Arizona corporation

By:			/s/ Tim Bruckner

Name:			Tim Bruckner

Title:			CCO

EXHIBIT D

COMPLIANCE CERTIFICATE


TO:			WESTERN ALLIANCE BANK, an Arizona corporation

FROM:			USER TESTING, INC., a California corporation TRUTHLAB TECHNOLOGIES INC., a Delaware corporation

The undersigned authorized officer of USER TESTING, INC., a California corporation, hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending __________ with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.

Reporting Covenant

Required

Complies

Annual financial statements (CPA Audited)

FYE within 180 days

Yes No

Monthly financial statements and Compliance Certificate

Monthly within 30 days

Yes No

10K and 10Q

(as applicable)

Yes No

Annual operating budget, sales projections and operating plans approved by board of directors

Annually no later than 30 days after to the beginning of each fiscal year

Yes No

A/R & A/P Agings, Borrowing Base Certificate, Deferred Revenue Schedule

Monthly within 30 days

Yes No

A/R Audit

Initial and Annual

Yes No

Deposit balances with Bank

Deposit balance outside Bank

Financial Covenant

Required

Actual

Complies

Liquidity

(i) $3MM or (ii) 6

Yes No

Minimum Cash with Bank

Yes No

Comments Regarding Exceptions: See Attached

BANK USE ONLY

Sincerely,

Received by:

AUTHORIZED SIGNER

Date:

Verified:

SIGNATURE

AUTHORIZED SIGNER

Date:

TITLE

Compliance Status

Yes

DATE

FOURTH LOAN AND SECURITY MODIFICATION AGREEMENT

This FOURTH LOAN AND SECURITY MODIFICATION AGREEMENT (this “Modification”) is entered into as of January 21, 2021, by and between USER TESTING, INC., a California corporation (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated January 12, 2018, by and between Borrower and Bank, as may be amended from time to time, including but without limitation by that certain First Loan and Security Modification Agreement dated as of June 13, 2019, that certain Second Loan and Security Modification Agreement dated as of March 18, 2020, and that certain Third Loan and Security Modification Agreement dated as of September 10, 2020 (“Loan Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Loan Agreement.

2. DESCRIPTION OF CHANGE IN TERMS.

(a) Truthlabs Technologies Inc., a Delaware corporation, is removed as a Borrower under the Loan Agreement and no longer has any rights and obligations of a Borrower under the Loan Agreement. Each reference to “Borrower” in the Loan Agreement shall mean and refer to User Testing, Inc., a California corporation, and/or any other entity becoming a Borrower under the Loan Agreement.

(b) The following term and its definition is amended and restated in Section 1.1 of the Loan Agreement as follows:

“Revolving Maturity Date” means April 12, 2021.

(b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; provided, however, Borrower shall not be required to deliver such audited financial statements from January 12, 2021 through April 12, 2021;

(d) The paragraph in Section 6.3 of the Loan Agreement that begins with “Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate…” is amended and restated as follows:

Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; provided, however, from January 12, 2021 through April 12, 2021, Borrower shall not be required to deliver to Bank such Compliance Certificates.

(e) Section 6.8(b) of the Loan Agreement is amended and restated as follows:

(b) Minimum Cash. Borrower shall maintain at all times unrestricted cash at Bank in an amount equal to at least Fifteen Million Dollars ($15,000,000).

(f) Section 7.3 of the Loan Agreement is amended and restated as follows:

7.3 Mergers or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, except in a transaction where (a) the ending unrestricted cash balances at Bank after giving effect to such transaction is in the aggregate at least Fifteen Million Dollars ($15,000,000), (b) the total consideration including cash and the value of any non-cash consideration, for all such transactions does not in the aggregate exceed Two Million Dollars ($2,000,000) during the term of this Agreement, (c) no Event of Default has occurred and is continuing or would exist after giving effect to such transaction, and (d) Borrower is the surviving legal entity.

3. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.

6. LOAN PAYMENT EVENT. Bank and Borrower hereby acknowledge and agree that the Revolving Maturity Date of the Loan Agreement was January 12, 2021, upon which date all Advances and all other amounts

outstanding under the Loan Agreement were due and payable (the “Loan Payment Event”). Bank hereby waives the Loan Payment Event, in this instance only, provided, however, that such waiver does not constitute a waiver, amendment, or forbearance of Borrower’s obligation to pay the Advances and all other amounts outstanding under the Loan Agreement on the Revolving Maturity Date, as amended by this Modification. Furthermore, Bank does not waive any other failure by Borrower to perform any of its obligations under the Loan Agreement or any other Loan Document. This waiver is not a continuing waiver with respect to any failure by Borrower to perform any obligation under the Loan Agreement or the other Loan Documents after the date of this Modification, and Bank does not waive any obligations Borrower may have under the Loan Agreement, as amended by this Modification, or the other Loan Documents after the date of this Modification, in each case including, without limitation, Borrower’s obligation to repay the Advances and all other amounts outstanding under the Loan Agreement on the Revolving Maturity Date, as amended by this Modification.

7. CONDITIONS. The effectiveness of this Modification is conditioned upon Bank’s receipt, in form and substance satisfactory to Bank, of the following:

(a) this Modification, duly executed by Borrower;

(b) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Modification;

(d) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

8. NOTICE OF FINAL AGREEMENT. BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

9. COUNTERSIGNATURE. This Modification shall become effective only when executed by Bank and Borrower.

In Witness Whereof, the parties hereto have caused this Modification to be duly executed and delivered as of the date first written above.


BORROWER:

USER TESTING, INC.,
a California corporation

By:			/s/ Tien-Anh Nguyen
Name:			Tien-Anh Nguyen
Title:			Chief Financial Officer

BANK:

WESTERN ALLIANCE BANK,
an Arizona corporation

By:			/s/ Riesa L. Nunes
Name:			Riesa L. Nunes
Title:			Director

FIFTH LOAN AND SECURITY MODIFICATION AGREEMENT

This FIFTH LOAN AND SECURITY MODIFICATION AGREEMENT (this “Modification”) is entered into as of June 18, 2021, by and between USER TESTING, INC., a California corporation (“Borrower”), and WESTERN ALLIANCE BANK, an Arizona corporation (“Bank”).

1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be owing by Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, a Loan and Security Agreement, dated January 12, 2018, by and between Borrower and Bank, as may be amended from time to time, including but without limitation by that certain First Loan and Security Modification Agreement dated as of June 13, 2019, that certain Second Loan and Security Modification Agreement dated as of March 18, 2020, that certain Third Loan and Security Modification Agreement dated as of September 10, 2020, and that certain Fourth Loan and Security Modification Agreement dated as of January 21, 2021 (“Loan Agreement”). Capitalized terms used without definition herein shall have the meanings assigned to them in the Loan Agreement.

2. DESCRIPTION OF CHANGE IN TERMS.

(a) The following terms and their respective definitions are amended and restated in Section 1.1 of the Loan Agreement as follows:

“Prime Rate” means the greater of (i) three and one quarter percent (3.25%) and (ii) the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Bank as its Prime Rate. Bank may price loans to its customers at, above or below the Prime Rate. Any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of a change in Prime Rate.

“Revolving Line” means a credit extension of up to Five Million Five Hundred Thousand Dollars ($5,500,000).

“Revolving Maturity Date” means June 18, 2024.

(b) The following terms and their respective definitions are deleted in their entirety from Section 1.1 of the Loan Agreement:

“6 Month Cash Burn”; “Borrowing Base”; “Eligible Recurring Revenue Contracts”; “Liquidity”; “MRR Retention Rate”; “Recurring Revenue”.

(a) Revolving Advance. No Advances shall be made under the Revolving Line.

(d) Section 2.1(b) of the Loan Agreement is amended and restated as follows:

(b) Credit Cards. Subject to the terms and conditions of this Agreement, Borrower may request business credit cards (the “Credit Card Services”) by delivering to Bank such applications on Bank’s standard forms as requested by Bank; provided, however, that (i) the total amount of the Credit Card Services shall not exceed the Credit Cards Limit and (ii) the aggregate amount of the outstanding Advances plus the aggregate amounts outstanding for Credit Card Services shall not exceed the Revolving Line. If at any time the Revolving Facility is terminated or otherwise ceases to exist, Borrower shall immediately secure to Bank’s satisfaction its obligations with respect to any Credit Card Services, and, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit issued by Bank in Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates), shall automatically secure such obligations to the extent of the then outstanding Credit Card Services. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Credit Card Services continue.

(e) Section 2.2 of the Loan Agreement is amended and restated as follows:

2.2 Overadvances. (i) If the aggregate amount of the outstanding Advances plus the aggregate amounts outstanding under the Letters of Credit Sublimit exceeds the Revolving Line at any time or (ii) if the aggregate amount of the outstanding Advances plus the aggregate amounts outstanding for Credit Card Services exceeds the Revolving Line at any time, Borrower shall immediately pay to Bank, in cash, the amount of such excess.

(f) Section 2.3(a)(i) of the Loan Agreement is amended and restated as follows:

(i) Advances. Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding Daily Balance thereof, at a floating rate equal to the Prime Rate.

(g) Section 5.4 of the Loan Agreement is amended and restated as follows:

5.4 Reserved.

(h) Section 6.3 of the Loan Agreement is amended and restated as follows:

6.3 Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank: (a) as soon as available, but in any event within (i) thirty (30) days after the end of each calendar month if Borrower maintains unrestricted cash at Bank in an amount less than Twenty Million Dollars ($20,000,000), and (ii) forty five (45) days after the end of each calendar quarter if Borrower maintains unrestricted cash at Bank in an amount equal to at least Twenty Million Dollars ($20,000,000), a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within

two hundred seventy (270) days after the end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank; provided, however, Borrower shall deliver to Bank such audited financial statements for fiscal year 2019 by no later than June 30, 2021; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (e) as soon as available, but in any event no later than the earlier to occur of ninety (90) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance acceptable to Bank; and (f) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time.

Within (i) thirty (30) days after the end of each calendar month if Borrower maintains unrestricted cash at Bank in an amount less than Twenty Million Dollars ($20,000,000), and (ii) forty five (45) days after the end of each calendar quarter if Borrower maintains unrestricted cash at Bank in an amount equal to at least Twenty Million Dollars ($20,000,000), Borrower shall deliver to Bank an MRR schedule, signed by a Responsible Officer, together with aged listings of accounts receivable and accounts payable, all in form and substance satisfactory to Bank.

Borrower shall deliver to Bank, together with the financial statements delivered in accordance with Section 6.3(a), a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto.

(i) Section 6.7 of the Loan Agreement is amended and restated as follows:

6.7 Accounts. Borrower shall maintain and shall cause each of its Subsidiaries to maintain its depository, operating, and investment accounts with Bank; provided, however, Borrower and each of its Subsidiaries may maintain an account at a financial institution other than Bank so long as Borrower (1) delivers to Bank a control agreement or other appropriate instrument with respect to such account to perfect Bank’s Lien in such account in accordance with the terms hereunder prior to the establishment of such account, which control agreement may not be terminated without prior written consent of Bank or (2) maintains at least Five Million Five Hundred Thousand Dollars ($5,500,000) in cash deposits in its accounts with Bank at all times.

(j) Section 6.8 of the Loan Agreement is amended and restated as follows:

6.8 Reserved.

(k) Exhibit C (Borrowing Base Certificate) to the Loan Agreement is deleted in its entirety.

(l) Exhibit D (Compliance Certificate) to the Loan Agreement is replaced with Exhibit D attached hereto.

3. CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.

6. CONDITIONS. The effectiveness of this Modification is conditioned upon Bank’s receipt, in form and substance satisfactory to Bank, of the following:

(a) this Modification, duly executed by Borrower;

(b) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Modification;

(d) such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

8. COUNTERSIGNATURE. This Modification shall become effective only when executed by Bank and Borrower.

IN WITNESS WHEREOF, the parties hereto have caused this Modification to be duly executed and delivered as of the date first written above.


BORROWER:

USER TESTING, INC.,
a California corporation


By:			/s/ Jon Pexton
Name:			Jon Pexton
Title:			CFO



BANK:

WESTERN ALLIANCE BANK,
an Arizona corporation


By:			/s/ Shirish Sharma
Name:			Shirish Sharma
Title:			Vice President

EXHIBIT D

COMPLIANCE CERTIFICATE

TO: WESTERN ALLIANCE BANK, an Arizona corporation

FROM: USER TESTING, INC., a California corporation

The undersigned authorized officer of USER TESTING, INC., a California corporation, hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement between Borrower and Bank (the “Agreement”), (i) Borrower is in complete compliance for the period ending with all required covenants except as noted below and (ii) all representations and warranties of Borrower stated in the Agreement are true and correct as of the date hereof. Attached herewith are the required documents supporting the above certification. The Officer further certifies that these are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one period to the next except as explained in an accompanying letter or footnotes.

Please indicate compliance status by circling Yes/No under “Complies” column.


Reporting Covenant	Required	Complies
Annual financial statements (CPA Audited)	FYE within 270 days (by 6/30/21 for FY 2019)	Yes	No
Monthly/quarterly financial statements and Compliance Certificate	Monthly within 30 days or quarterly within 45 days, as applicable	Yes	No
10K and 10Q	(as applicable)	Yes	No
Annual operating budget, sales projections and operating plans approved by board of directors	Annually no later than 90 days after to the beginning of each fiscal year	Yes	No
A/R & A/P Agings	Monthly within 30 days or quarterly within 45 days, as applicable	Yes	No
A/R Audit	Initial and Annual	Yes	No
Deposit balances with Bank	$
Deposit balance outside Bank	$

Comments Regarding Exceptions:

BANK USE ONLY

See Attached.

Received by:

Sincerely,

AUTHORIZED SIGNER

Date:

SIGNATURE

Verified:

AUTHORIZED SIGNER

TITLE

Date:

DATE

Compliance Status

Yes

CORPORATE RESOLUTIONS TO BORROW


Borrower: USER TESTING, INC., a California corporation

I FURTHER CERTIFY that the Articles of Incorporation and the Bylaws of the Corporation which were previously delivered to Bank remain true, accurate, and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect.

BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below:

NAMES

POSITION

ACTUAL SIGNATURES

Jon Pexton

CFO

/s/ Jon Pexton

Andy MacMillan

CEO

/s/ Andy MacMillan

acting for and on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered:

Execute Loan Documents. To execute and deliver to Bank that certain Fifth Loan and Security Modification Agreement dated as of June 18, 2021, and any other agreement, document or instrument entered into in connection with the Loan and Security Agreement dated as of January 12, 2018, between Corporation and Bank, including any amendments, all as amended or extended from time to time (collectively, the “Loan Documents”), and also to execute and deliver to Bank one or more renewals, extensions, modifications, refinancings, consolidations, or substitutions for the Loan Documents, or any portion thereof.

Letters of Credit. To execute letter of credit applications and other related documents pertaining to Bank’s issuance of letters of credit.

Corporate Credit Cards. To execute corporate credit card applications and agreements and other related documents pertaining to Bank’s provision of corporate credit cards.

IN WITNESS WHEREOF, I have hereunto set my hand on June 18, 2021, and attest that the signatures set opposite the names listed above are their genuine signatures.


CERTIFIED AND ATTESTED BY:


X			/s/ Ambyr O'Donnell
Secretary or Assistant Secretary of Borrower

*** If the Secretary, Assistant Secretary or other certifying officer executing above is designated by the resolutions set forth above as one of the authorized signing officers, this must also be signed by a second authorized officer or director of Borrower.

I, the of Borrower, hereby certify as to the above, as of the date set forth above.


By:
Name:

Exhibit 10.14

144 TOWNSEND STREET

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is entered into as of April ___, 2020 (the “Effective Date”), by and between SOMA HUB LLC, a California limited liability company (“Landlord”), and USER TESTING, INC., a California corporation (“Tenant”).

RECITALS

A. Landlord is the tenant under that certain Lease Agreement dated January 30, 2015, as amended by that certain First Amendment to Lease Agreement dated October 29, 2015 (collectively, the “Master Lease”), wherein NORTHSHORE RESOURCES V LP, a California limited partnership (“Master Landlord”) leased to Landlord certain premises (the “Master Premises”) consisting of the Land (as defined in the Master Lease) and that certain building (the “Building”) located at 144 Townsend Street, San Francisco, California, and all improvements located on the Land. A copy of the Master Lease (with certain confidential information redacted) is attached hereto as Exhibit A and made a part hereof.

B. Tenant desires to lease from Landlord, and Landlord is willing to lease to Tenant, on the terms and conditions set forth herein, certain premises (the “Premises”) consisting of a portion of the Master Premises, consisting of approximately forty-five thousand (45,000) rentable square feet (comprising the entire interior of the Building), as shown on the floor plans attached hereto as Exhibit B and hereby made a part hereof.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, Landlord and Tenant (together, the “Parties” and each sometimes a “Party”) hereby agree and covenant with each other as follows:

1. Basic Lease Information. The information set forth in this Section (the “Basic Lease Information”) is intended to supplement or summarize the provisions set forth in the full text of this Lease. Each reference in this Lease to any of the terms set forth below shall mean the respective information set forth next to such term as amplified, construed, or supplemented by any particular section of the Lease pertaining to such information. In the event of a conflict between the provisions of this Section and the full text of the Lease, the full text of the Lease shall control.

1.1 Landlord: SOMA HUB LLC, a California limited liability company

Landlord’s Address: [***]

1.2 Tenant: USER TESTING, INC., a California corporation

Tenant’s Address (Prior to Commencement Date):

User Testing, Inc. 690 5th Street
San Francisco, California 94107
Attn.: Legal

Tenant’s Address (After Commencement Date):

User Testing, Inc. 144 Townsend Street
San Francisco, California
Attn.: Legal

1.3 Permitted Use: General office use, including related administrative and storage use, subject to the terms and conditions of the Master Lease.

1.4 Commencement Date: June 1, 2020, subject to Sections 3.1.1 and 3.1.2

1.5 Rent Commencement Date: September 1, 2020 subject to Section 3.1.1

1.6 Expiration Date: August 31, 2025, unless extended or terminated pursuant to the terms of this Lease.

1.7 Lease Term: From the Commencement Date through the Expiration Date

1.8 Monthly Base Rent:


Period of Lease Term (Months Refer to Full Calendar Months following the Rent Commencement Date)	Annual Rate Per RSF	Total Monthly Base Rent
Months 1 - 6	$83.00	$207,500.00*
Months 7 – 12	$83.00	$311,250.00
Months 13 – 24	$85.49	$320,587.50
Months 25 – 36	$90.00	$337,500.00
Months 37 – 48	$94.50	$354,375.00
Months 49 – 60	$99.24	$372,150.00

*Total Monthly Base Rent for Months 1-6, as set forth in the above rent chart, has been calculated based upon the square footage of Floors 1 and 3 (i.e., 30,000 rentable square feet). Total Monthly Base Rent for Months 7-12, as set forth in the above rent chart, has been calculated based upon the square footage of Floors 1, 2 and 3 (i.e. 45,000 rentable square feet).

1.9 Security Deposit: $622,500, subject to reduction as provided in Section 8.2.

1.10 Letter of Credit: $1,867,500, as described more specifically in Rider 1

1.11 Base Year: Calendar Year 2021

1.12 Operating Expenses: Commencing on January 1, 2022, Tenant shall pay to Landlord as Additional Rent one hundred percent (100%) of the Excess Expenses for each Expense Year (as such terms are defined in Section 6) during the Lease Term, as described more particularly in Section 6. Excess Expenses shall be paid in equal monthly installments along with the Base Rent.

1.13 Brokers:

Tenant’s Broker: [***]

Landlord’s Broker: None

1.14 Option to Extend: Tenant shall have one (1) option to extend the Lease Term for three (3) years, subject to the provision of Section 3.2.

2. Demise of Premises; Condition of Premises; Existing FF&E.

2.1 Demises of Premises Landlord shall lease and demise to Tenant, and Tenant shall hire and accept from Landlord, the Premises on and subject to the terms and conditions set forth in this Lease.

2.2 Condition of Premises. Tenant accepts the Premises in its presently existing “AS- IS” and “WHERE-IS” condition as of the date of execution of this Lease, and Landlord makes no representations or warranties as to the compliance of the Building and/or Premises with any Laws (as defined in the Master Lease). Without limiting the foregoing or any other provision of this Lease, Tenant hereby acknowledges and agrees that, prior to the date of Tenant’s execution of this Lease: (i) Landlord has delivered to Tenant, without any warranty or representation as to the accuracy thereof or to the ability of Tenant to rely thereon, and Tenant has received, a copy of that certain Phase I Environmental Site Assessment Report dated June 1, 2015, prepared by Partner Engineering and Science, Inc. relating to the Building; and (ii) Landlord has disclosed to Tenant that the Building was constructed in or around 1922 and that Landlord has not performed any seismic upgrades to the Building. Notwithstanding anything to the contrary contained herein, Tenant expressly acknowledges and agrees that Tenant shall have sole responsibility for determining (a) the uses of the Building allowed by the zoning and other land use regulations applicable to the Premises; and (b) whether Tenant can obtain all necessary permits and approvals for Tenant’s use and occupancy of the Premises, including without limitation, permits and approvals for any tenant improvements desired by Tenant.

2.3 Existing Furniture, Fixtures and Equipment. Landlord and Tenant acknowledge and agree that certain furniture, fixtures and equipment described on Exhibit E attached hereto and incorporated herein by this reference (collectively, the “Existing FF&E”) is situated in the Premises as of the Effective Date and that Landlord has entered into an agreement with the former tenant of the Premises (the “Former Tenant”) pursuant to which Former Tenant has agreed to sell the Existing FF& E to Landlord prior to the Commencement Date. Subject to the Former Tenant complying with the terms of its agreement with Landlord and conveying title and possession of the Existing FF&E to Landlord, Landlord shall deliver the Premises to Tenant with the Existing FF&E in the Premises as of the Commencement Date and such Existing FF&E shall be available for Tenant’s use during the Lease Term, at no additional charge to Tenant, on an “AS-IS, WITH ALL FAULTS” basis, without recourse, representation or warranty of any kind or nature, express or implied, including without limitation, habitability, merchantability or fitness for a particular purpose. In consideration of Landlord’s agreement to permit Tenant to use the Existing FF&E during the Term of this Lease, from and after the Commencement Date, Landlord shall have no obligation to repair, maintain or insure any of the Existing FF&E, and such Existing FF&E shall be repaired and maintained and insured by Tenant, at Tenant’s sole cost and expense. Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord with the Existing FF&E located in the Premises (unless removed or replaced in accordance with this Section) and in the same condition as received, subject to reasonable wear and tear. In the event that Tenant wishes to remove any of the Existing FF&E from the Premises during the Term of this Lease,

Tenant shall give Landlord prior notice and Landlord, at Landlord’s cost shall make arrangements for the removal of such items of the Existing FF&E that Tenant wishes to remove. At its sole option, Tenant shall have the right to replace any damaged Existing FF&E with a substantially similar item of furniture, fixture, or equipment (any such item or items, a “Replacement FF&E”), provided that Tenant shall provide Landlord with prior notice and photos and receipts for any such Replacement FF&E items for Landlord’s records. At the expiration or earlier termination of the Lease, Tenant shall transfer ownership of the Replacement FF&E to Landlord at no additional charge to Landlord, on an “AS-IS”, WITH ALL FAULTS” basis, without recourse, representation or warranty of any kind or nature, express or implied, and in no event shall Tenant owe Landlord any compensation for the items of the Existing FF&E that were replaced due to such damage. Tenant expressly acknowledges and agrees that in no event shall any defects in the functioning (or failure to function) of all or any portion of the Existing FF&E impact in any way the validity of this Lease or any of Tenant’s obligations hereunder, including, without limitation, Tenant’s obligation to pay Rent hereunder.

3. Lease Term.

3.1 Initial Lease Term; Tenant’s Right to Terminate.

3.1.1 Initial Lease Term. This Lease shall be for a term (herein called the “Lease Term”) specified in the Basic Lease Information; and the Lease Term shall commence on the date provided for in the Basic Lease Information and shall end on the date provided for therein, unless sooner terminated or extended as provided herein. Tenant expressly acknowledges that the Premises are occupied by the Former Tenant pursuant to a lease between Landlord and the Former Tenant which is scheduled to expire on May 31, 2020. Landlord shall use commercially reasonable efforts to deliver possession of the Premises to Tenant on or prior to the Commencement Date set forth in the Basic Lease Information (the actual date of such delivery shall be referred to herein as the “Delivery Date”); provided, however, if on the Delivery Date, there are Laws, including, but not limited to, governmental emergency orders, governmental health orders, governmental executive orders, and governmental emergency directives, in effect that prohibit Tenant from conducting its business on the Premises due to the COVID-19 pandemic (such laws, collectively, the “COVID-19 Laws”), then the Delivery Date (and Landlord’s actual delivery of the Premises) and the Commencement Date shall be tolled, and shall not be deemed to occur until such COVID-19 Laws permit Tenant to legally conduct of its business on the Premises, and in such event, the following provisions shall apply: (i) the Lease Term shall not commence on the date set forth in the Basic Lease Information, but shall commence on the earliest date thereafter that Landlord delivers possession of the Premises to Tenant and the COVID-19 Laws do not prohibit Tenant from legally conducting its business on the Premises; (ii) neither the validity of this Lease nor the obligations of Tenant under this Lease shall be affected thereby, except that (x) the Lease Term shall begin (and the Commencement Date) shall be deemed to occur on the actual date that the Delivery Date occurs (provided that COVID-19 Laws do not prohibit Tenant from legally conducting its business on the Premises on such date); and (y) the Rent Commencement Date shall be ninety (90) days after the date that the Commencement Date occurs; (iii) Tenant shall have no claim against Landlord because of Landlord’s failure to deliver possession of the Premises on the date originally fixed therefor; (iv) Tenant shall have no additional right to terminate this Lease or abate Rent pursuant to this Lease if the COVID-19 Laws in effect after the Commencement Date prohibit Tenant from legally occupying the Premises for the conduct of its business (except that the foregoing shall not be an exemption of liability under any insurance procured by Tenant under this Lease, relating to the Premises, or relating to Tenant’s conducting its business on the Premises for failures or delays in the performance of the Lease for the period that the failure or delay is a result of an act of government that results in the frustration of the purpose of the contract); and (v) the Expiration Date of the Term shall be extended beyond the date specified in the Basic Lease Information by one day for every

day during the period commencing on June 1, 2020, until the actual Commencement Date occurs, as provided herein. Notwithstanding the foregoing, if (a) Landlord has not delivered possession of the Premises to Tenant on or prior to October 1, 2020; and (b) as of October 1, 2020, COVID-19 Laws do not prohibit Tenant from legally conducting its business on the Premises, then Tenant shall have the right to terminate this Lease upon delivery to Landlord of written notice of its election to do so on or prior to October 10, 2020. Further, notwithstanding the foregoing, if (1) Landlord has not delivered possession of the Premises to Tenant on or prior to October 1, 2020; and (2) as of October 1, 2020, the COVID-19 Laws prohibit Tenant from legally conducting its business on the Premises, and Tenant has not accepted possession of the Premises, then Landlord and Tenant shall each have the right to terminate this Lease by delivery of written notice to the other party of its election to do so on or prior to October 10, 2020. If either party is entitled to exercise a right to terminate this Lease pursuant to Section 3.1 and fails to deliver such written notice to the other party on or prior to October 10, 2020, then such party shall have no further right to terminate this Lease due to failure of the Delivery Date or the Commencement Date not occurring prior to October 1, 2020. If either party exercises its right to terminate this Lease pursuant to this Section 3.1, Landlord shall return any and all Rent, Security Deposit and Letter of Credit previously delivered by Tenant to Landlord within ten (10) business days and neither party shall have any liability or obligations hereunder. Each party’s right to terminate this Lease pursuant to this Section 3.1 shall be such party’s sole right and/or remedy for the failure of the Delivery Date and/or the Commencement Date to occur on or prior to October 1, 2020. Tenant shall have the right, at its option, to accept possession of the Premises even if COVID-19 Laws prohibit access to the Premises. Notwithstanding anything to the contrary contained herein, if Landlord tenders possession of the Premises to Tenant (A) prior to the date specified in the Basic Lease Information for the commencement of the Term; or (B) as of a date that COVID-19 Laws prohibit Tenant from legally conducting its business on the Premises, and Tenant chooses to accept such possession, then the Term and Tenant’s obligations hereunder shall commence (and the Commencement Date shall occur) on the date that Tenant accepts such possession, but in no event shall the Expiration Date or the Rent Commencement Date be advanced by such early possession. In the event that the actual Commencement Date is a date which is other than the Commencement Date set forth in the Basic Lease Information, within a reasonable period of time after the date Tenant takes possession of the Premises Landlord shall deliver to Tenant an amendment to this Lease that shall be limited to setting forth the actual Commencement Date, the Rent Commencement Date and the Expiration Date, which amendment Tenant shall execute and return to Landlord within five (5) days after Tenant’s receipt thereof. If Tenant fails to execute and return the amendment within such 5- day period or provide written objection thereto, Tenant shall be deemed to have approved and confirmed the dates set forth therein, provided that such deemed approval shall not relieve Tenant of its obligation to execute and return the amendment.

3.1.2 Tenant’s Right to Terminate. Notwithstanding anything the contrary contained in this Lease, Tenant shall have the right to terminate this Lease by delivering a notice in the form attached as Exhibit G to Landlord at any time on or prior to April 30, 2020, electing to terminate this Lease effective on May 1, 2020, and in the event of such termination, neither party shall have any liability or obligations hereunder. For purposes of this Section 3.1.2, and notwithstanding anything to the contrary in Section 28.1, Tenant may deliver such notice via email to the following email addresses: [***] and [***], and if delivered to such email address shall be deemed given, delivered and received on the date of delivery.

3.2 Option to Extend Term.

3.2.1 Subject to the provisions, limitations and conditions set forth in this Section 3.2, Tenant shall have an option (the “Renewal Option”) to extend the Lease Term for all of the Premises for one (1) additional three (3) year period (the “Extended Term”).

3.2.2 If Landlord does not receive written notice (the “Option Notice”) from Tenant of its exercise of the Renewal Option on or prior to the date that is one hundred eighty (180) days prior to the end of the initial Lease Term, all rights under the Renewal Option shall automatically terminate and shall be of no further force or effect.

3.2.3 The initial monthly Base Rent for the Premises for the Extended Term shall be equal to the then Fair Rental Value, as hereinafter defined. As used herein, the “Fair Rental Value” payable by Tenant for the Extended Term shall mean the current market rental value of the Premises as of the commencement of the Extended Term, taking into consideration all relevant factors, including length of term, the uses permitted under the Lease, the quality, size, design and location of the Building and Premises, including the condition and value of existing tenant improvements, and the monthly base rent paid by tenants for premises comparable to the Premises, and located in the competitive SOMA submarket area of the Premises, as determined pursuant to this Section 3.2.3; provided, however in no event shall the initial Fair Rental Value be less than the Base Rent in effect during the last month of the initial Lease Term times 1.05. The Fair Rental Value for the Extended Term shall include the periodic rental increases that would be included for space leased for the period of the Extended Term.

If Landlord and Tenant are unable to agree on the Fair Rental Value for the Extended Term within ten (10) days of receipt by Landlord of the Option Notice for the Extended Term, Landlord and Tenant each, at its cost and by giving notice to the other party, shall appoint a competent and impartial commercial real estate broker (hereinafter “broker”) with at least five (5) years’ full-time commercial real estate brokerage experience in the SOMA submarket of San Francisco to set the Fair Rental Value for the Extended Term. If either Landlord or Tenant does not appoint a broker within ten (10) days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and shall set the Fair Rental Value for the Extended Term. If two (2) brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Fair Rental Value. In addition, if either of the first two (2) brokers fails to submit their opinion of the Fair Rental Value within the time frames set forth below, then the single Fair Market Rental Rate submitted shall automatically be the initial monthly Base Rent for the Extended Term and shall be binding upon Landlord and Tenant. If the two (2) brokers are unable to agree within ten (10) days after the second broker has been appointed, they shall attempt to select a third broker, meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) brokers are given to set the Fair Rental Value. If the two (2) brokers are unable to agree on the third broker, either Landlord or Tenant by giving ten (10) days’ written notice to the other party, can apply to the Presiding Judge of the Superior Court of the county in which the Premises is located for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half (½) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, however selected, shall be a person who has not previously acted in any capacity for either Landlord or Tenant. Within fifteen (15) days after the selection of the third broker, the third broker shall select one of the two Fair Market Rental Rates submitted by the first two brokers as the Fair Rental Value for the Extended Term. The determination of the Fair Rental Value by the third broker shall be binding upon Landlord and Tenant.

Upon determination of the initial monthly Base Rent for the Extended Term pursuant to the terms outlined above, Landlord and Tenant shall within a reasonable period of time execute an amendment to the Lease. Such amendment shall be limited to setting forth the initial monthly Base Rent for the Extended Term and the actual commencement date and expiration date of the Extended Term. Tenant shall have no other right to further extend the initial term of the Lease unless Landlord and Tenant otherwise expressly agree in writing.

3.2.4 If Tenant timely and properly exercises this Renewal Option, in strict accordance with the terms contained herein: (i) Tenant shall accept the Premises in its then “As-Is” condition and, accordingly, Landlord shall not be required to perform any additional improvements to the Premises (except as otherwise expressly provided in this Lease); and (ii) Tenant hereby agrees that, unless otherwise agreed in writing by Landlord and Tenant subsequent to the date of this Lease, Tenant will solely be responsible for any and all brokerage commissions and finder’s fees payable to any broker now or hereafter procured or hired by Tenant or who claims a commission based on any act or statement of Tenant (“Tenant’s Renewal Broker”) in connection with the Option.

3.2.5 The Renewal Option is personal to the originally named Tenant (i.e., User Testing, Inc.) (the “Originally Named Tenant”) and may not be assigned, voluntarily or involuntarily, separate from or as part of the Lease (other than to a Permitted Transfer Assignee (as defined in Section 22.3) of the Originally Named Tenant and no assignee or subtenant shall have any right under this Section (other than a Permitted Transfer Assignee of the Originally Named Tenant) unless Landlord expressly agrees so in writing. At Landlord’s option, all rights of Tenant under the Renewal Option shall terminate and be of no force or effect if any of the following individual events occur or any combination thereof occur: (i) there has occurred an uncured Event of Default at any time during the Lease Term or an Event of Default exists at the time the Renewal Option is exercised by Tenant and/or (ii) Tenant has assigned its rights and obligations under all or part of the Lease or Tenant has subleased all of the Premises (other than to a Permitted Transfer Assignee of the Originally Named Tenant); and/or (iii) there has occurred a material and adverse change to Tenant’s financial condition; and/or (iv) Tenant has failed to exercise properly the Renewal Option in a timely manner in strict accordance with the provisions of this Section; and/or (v) Tenant (or a Permitted Transfer Assignee) no longer has possession of all or any part of the Premises under the Lease, or if the Lease has been terminated earlier, pursuant to the terms of the Lease.

4. Master Landlord’s Consent. The obligations of Landlord and Tenant under this Lease are subject and conditioned upon Landlord obtaining Master Landlord’s consent to this Lease. Landlord shall use good faith, diligent efforts to obtain such consent. Landlord makes no representation or warranty to Tenant that Landlord will be able to obtain such consent and Landlord shall not have any liability to Tenant in the event that Master Landlord does not consent to this Lease. Landlord shall seek to obtain Master Landlord’s consent in the form attached as Exhibit E to the Master Lease, subject to such modifications as may be agreed to by the parties thereto. Notwithstanding anything to the contrary contained herein, if (i) Master Landlord for any reason disapproves this Lease, this Lease shall be of no further force and effect; or (ii) if Master Landlord fails to give such consent by May 31, 2020 either Party may then cancel this Lease by giving written notice of cancellation to the other Party before such consent is actually received. Neither Party shall have liability to the other for any termination or cancellation under this Section 4, except that Landlord shall return to Tenant any and all Rent, Security Deposit and Letter of Credit previously deposited with Landlord hereunder.

5. Rent.

5.1 Base Rent. If this Lease is not terminated by Tenant pursuant to Section 3.1.2, then commencing on the Rent Commencement Date, Tenant shall pay to Landlord during the Lease Term the Monthly Base Rent specified in the Basic Lease Information (herein called the “Base Rent”), which sum shall be payable by Tenant in equal consecutive monthly installments on or before the first (1st) day of each month, in advance, at the address specified for Landlord in the Basic Lease Information, or at such other place as Landlord shall designate, without any prior demand therefor and without any deductions or setoff whatsoever. Notwithstanding the foregoing, if this Lease has not been terminated by Tenant pursuant to Section 3.1.2, on May 1, 2020, Tenant shall deliver to Landlord the first (1st) month’s Base Rent due hereunder, in the amount of Two Hundred Seven Thousand, Five Hundred and 00/100 Dollars ($207,500). In the event of a partial rent month, the Base Rent shall be prorated on the basis of a thirty (30) day month.

5.2 Additional Rent.

5.2.1 Definitions of Additional Rent and Rent. In addition to Base Rent, Tenant shall pay to Landlord as Additional Rent (“Additional Rent”) all charges and other amounts required under this Lease (including, without limitation, the Additional Rent Payment (as defined in Section 5.2.2) and Excess Expenses (as defined in Section 6)). The Base Rent and Additional Rent may sometimes be referred to herein collectively as the “Rent.”

5.2.2 Additional Rent Payment. In consideration of the landlord’s concession of lower monthly rent for the first six (6) months of the Lease, on or prior to the expiration of the initial Lease Term (the “Initial Lease Term Expiration Date”), Tenant shall pay to Landlord, as Additional Rent, the sum of One Hundred and Fifty Thousand Dollars ($150,000) (the “Additional Rent Payment”). in accordance with the terms and conditions of this Section 5.2.2. The Additional Rent Payment shall be paid by Tenant to Landlord, at Tenant’s election, in either (x) a lump sum payment on or prior to the Initial Lease Term Expiration Date, but in no event later than the Initial Lease Term Expiration Date; or (y) in one or more installment(s) over the initial Lease Term, but in no event shall an installment payment be made more often than concurrently with the monthly installments of Base Rent. The Additional Rent Payment, or any amount of which is outstanding if paid in installments, shall not accrue interest during the Initial Lease Term.

5.3 Method of Payment. All Rent shall be paid to Landlord in lawful money of the United States, at the address specified for notices in the Basic Lease Information (or such other place as Landlord may designate by written notice to Tenant from time to time), and shall be payable without requirement of notice or demand thereof and without any rights of setoff or deduction whatsoever.

5.4 Late Charges. The Parties agree that late payments of Rent by Tenant to Landlord will cause Landlord to incur costs not contemplated by this Lease, the amount of which is extremely difficult to ascertain. Therefore the Parties agree that if any installment of Rent is not received by Landlord within five (5) days after due, Tenant will pay to Landlord a late charge and interest at the rates set forth in the Master Lease.

6. Additional Charges for Operating Expenses.

6.1 Monthly Payment of Operating Expenses. On or before the first (1st) day of each month during each Expense Year (as hereinafter defined) following the Base Year, Tenant shall pay in advance to Landlord as Additional Rent one-twelfth (1/12th) of the Excess Expenses (as hereinafter

defined) for such Expense Year or portion thereof, in an amount estimated by Landlord and billed by Landlord to Tenant; provided that Landlord shall have the right to revise such estimates from time to time and Tenant shall thereafter make payments hereunder on the basis of such revised estimates. As used herein, (i) “Expense Year” shall mean each twelve (12) consecutive month period commencing January 1st of each year or partial year during the Lease Term following the Base Year, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time to any other twelve (12) consecutive month period and, in the event of any such change, the Operating Expenses shall be equitably adjusted for the Expense Years involved in any such change; and (ii) “Excess Expenses” shall mean, with respect to any Expense Year, the amount, if any, by which Operating Expenses for such Expense Year exceed the amount of Operating Expenses for the Base Year specified in Section 1.10. With reasonable promptness after the end of each Expense Year, Landlord shall submit to Tenant a statement showing the actual amount which should have been paid by Tenant with respect to Excess Expenses for the past Expense Year, the amount thereof actually paid during that year by Tenant and the amount of the resulting balance due thereof, or overpayment thereof, as the case may be. In the event the difference between the actual and estimated amount of Operating Expenses for past Expense Year exceeds Five Thousand Dollars ($5,000), Landlord shall include with such statement invoices showing payment thereof (or alternatively, if the Operating Expenses at issue have been paid by Master Landlord, documentation received by Landlord from Master Landlord relating to such Operating Expenses). Within thirty (30) days after receipt by Tenant of said statement, upon reasonable prior written notice, Tenant shall have the right in person to inspect at Landlord’s office during normal business hours Landlord’s books and records showing the Operating Expenses for the Property for the Expense Year covered by said statement. Said statement shall become final and conclusive between the parties, their successors and assigns as to the matters set forth therein unless Landlord receives written objections with respect thereto within said thirty (30) day period. Any balance shown to be due pursuant to said statement shall be paid by Tenant to Landlord within thirty (30) days following Tenant’s receipt thereof; and any overpayment shall be immediately credited against Tenant’s obligation to make monthly payments for Excess Expenses for the then current Expense Year, or, if by reason of any expiration or earlier termination of this Lease no such obligation exists, any such overpayment shall be refunded to Tenant within thirty (30) days following Tenant’s receipt of the statement. Anything herein to the contrary notwithstanding, Tenant shall not delay or withhold payment of any balance shown to be due pursuant to the statement rendered by Landlord to Tenant pursuant to the terms hereof because of any objection which Tenant may raise with respect thereto; and Landlord shall immediately credit any overpayment found to be owing to Tenant against the Excess Expenses for the then current Expense Year (and future calendar years, if necessary) upon the resolution of said objection, or, if at the time of the resolution of said objection the Term has expired or terminated, Landlord shall refund to Tenant within thirty (30) days following the resolution any overpayment found to be owing to Tenant. If the Expiration Date shall occur on a date other than the last day of an Expense Year, Excess Expenses payable by Tenant for the Expense Year in which the Expiration Date occurs shall be in the proportion that the number of days from and including the first day of the Expense Year in which the Expiration Date occurs to and including the Expiration Date bears to 365.

6.2 Definition of Operating Expenses. As used herein, “Operating Expenses” shall mean all costs of management, operation, maintenance and repair of the Building and/or Land, including without limitation (i) maintenance and other service contracts; (ii) charges for heat, light, power, water, sewer and waste disposal and other utilities furnished to the Premises and Building and not otherwise billed directly to Tenant by Landlord or the provider of such utility; (iii) materials, supplies, equipment, and tools kept or utilized at the Building; (iv) costs for maintenance, replacement and repairs including, but not limited to, painting, caulking, and repair and replacement of Building components, including, but not limited to, the roof, elevators and Building Systems (as defined in Section 7.3 below)(excluding any

costs or improvements that are Master Landlord’s responsibility pursuant to the Master Lease); (v) expenses incurred in connection with procuring and maintaining the insurance required to be maintained by Landlord pursuant to this Lease or the Master Lease; (vi) license, permit and inspection fees; (vii) depreciation on personal property (if any) of Landlord, including the Existing FF&E; (viii) fees, charges and other costs, including, without limitation, usual and customary management fees, consulting fees, legal fees and accounting fees, of all independent contractors engaged by Landlord or reasonably charged by Landlord if Landlord performs any such services in connection with the Building and/or Land; (ix) the cost of any capital costs or improvements made to the Building and/or Land after the Commencement Date, excluding any costs or improvements that are Master Landlord’s responsibility pursuant to the Master Lease, but including without limitation, any costs incurred in connection with the maintenance, repair and replacement of Building components, including without limitation, Building Systems and Exterior Maintenance Obligations (as defined in Section 11.2 below), such costs to be amortized over the useful life of the item or improvement in question, as reasonably determined by Landlord, together with interest on the unamortized balance at a rate equal to the lesser of ten percent (10%) per annum or the maximum annual interest rate permitted by law; (x) except to the extent otherwise expressly excluded hereunder, expenses payable by Landlord and/or Tenant under the Master Lease, including without limitation, Excess Insurance Expenses (as defined in the Master Lease); and (xi) any other expenses of any kind whatsoever reasonably incurred by in managing, operating, maintaining and repairing the Building (other than any services for which Landlord is separately or directly reimbursed by Tenant). The computation of Operating Expenses shall be made in accordance with generally accepted accounting principles. Notwithstanding anything contained in this Lease to the contrary, Operating Expenses shall not include: (a) costs that are the responsibility of Master Landlord pursuant to Section 7.1 of the Master Lease; (b) Property Taxes (as defined in the Master Lease); (c) interest and principal payments on mortgages or any other debt costs, or rental payments on the Master Lease; (d) expense reserves, including but not limited to reserves for capital replacements or bad debts, not actually expended by Landlord; (e) interest and penalties incurred as a result of Landlord’s late payment of any bill or any bad debt loss, rent loss or reserves for bad debt or rent loss or fines, penalties or interest imposed by any governmental body resulting from a violation by Landlord (and not Tenant) of any local, state or federal law or regulation applicable to the Building; (f) costs associated exclusively with the operation of the business of the person or entity which constitutes Landlord which are not directly related to the operation of the Building and which relate to the following: the formation of any entity which constitutes Landlord; the internal accounting and legal matters which relate exclusively to preparation of the tax returns and financial statements of such person or entity; (g) costs of repair or restoration work following a casualty or condemnation, if and to the extent Landlord is reimbursed by insurance, or if and to the extent covered by the net proceeds of any condemnation award; (h) costs associated with path of travel/ADA code requirements required to be made to the Building and Land during the Lease Term that are not attributable to Tenant’s acts or omissions.

7. Personal Property Taxes; Utilities and Services.

7.1 Personal Property Taxes. Tenant shall pay prior to delinquency any and all taxes and assessments against and levied upon Tenant’s Personal Property (as defined in the Master Lease), except that Landlord shall pay any and all taxes and assessments against and levied upon the Existing FF&E.

7.2 Janitorial Service and Utility Charges. Tenant shall contract and pay directly for any janitorial service and pay all utility charges for the Premises and the Building, including without limitation, all services and utilities and charges referenced in Article 6 of the Master Lease. Landlord shall have no obligation to pay for any utilities or janitorial service for the Premises or the Building; provided,

however, Landlord will wash the exterior Building windows twice per year (and the cost thereof will be included in Operating Expenses).

7.3 Building Systems. Tenant agrees at all times to cooperate fully with Landlord and to abide by all the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the systems serving the Building, including without limitation, the heating, ventilating and air conditioning (“HVAC”) system, electrical distribution, plumbing, fire protection, life safety, elevator and other mechanical systems (collectively, the “Building Systems”). Wherever heat-generating machines, excess lighting or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system and Tenant fails to cure such impact within five (5) business days following notice from Landlord, Landlord reserves the right to install supplementary air conditioning units in the Premises, and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord within thirty (30) days of presentation of a demand by Landlord (which demand shall include invoices showing payment thereof).

7.4 Electricity. No electric cable or wire shall be brought into or installed in the Premises, except upon the written consent and approval of the Landlord pursuant to Section 12 (Alterations). Tenant shall use only machines and equipment that operate on the Building’s electric circuits (as such circuits may be modified by Tenant’s Alterations approved by Landlord), but which in no event shall overload the Building’s electric circuits (as modified by Tenant’s Alterations) from which the Tenant obtains electric current. Provided that Tenant has first obtained Landlord’s written consent pursuant to Section 12, Tenant shall be responsible for installing, at Tenant’s sole cost and expense, any special circuits or equipment required by Tenant.

7.5 No Liability for Interruption of Services. Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the rental herein reserved be abated by reason of (i) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing utilities and services, (ii) failure to furnish or delay in furnishing any such utilities or services, or (iii) the limitation, curtailment, rationing or restriction on use of water or electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises or the Building; provided that, notwithstanding the foregoing: (a) Landlord shall provide reasonable prior notice (by email or telephone) to Tenant (except in the case of emergency, in which case no notice shall be required) and shall make commercially reasonable efforts to schedule any such work performed by Landlord that could impact the provisions of utilities and services so as to minimize business disruption to Tenant (it being understood and agreed that Tenant shall have the right to request that non-emergency work be conducted after Tenant’s business hours or on the weekend, provided that Tenant shall, at Tenant’s sole cost, be responsible for any overtime or after hours costs incurred to accommodate Tenant’s schedule, in addition to any other costs of such work that are included in Excess Expenses and it being understood and agreed that the cost of any overtime or after hours costs incurred at Tenant’s request in connection with capital costs or improvements shall be amortized and billed monthly to Tenant as provided in Section 6.2(ix)); and (b) in the event any utility interruption that is caused by the negligence or willful act of Landlord or Master Landlord or any of their respective employees, contractors, subcontractors or agents, lasts for more than two (2) consecutive Business Days, and provided Tenant has given written notice of such interruption to Landlord, then to the extent that Tenant cannot and does not use the Premises for the purposes allowed in this Lease due to such interruption, Base Rent and Additional Rent will abate during the period following the second Business Day after the later of (x) such interruption or (y) Landlord’s receipt of such written notice, until such utility service is restored; provided, however, in the event the utility interruption is caused by the negligence or willful misconduct of Master Landlord or Master Landlord’s employees, contractors,

subcontractors or agents, Tenant’s rights to abate Rent hereunder shall be subject to and conditioned upon Tenant receiving an abatement pursuant to the Master Lease. Furthermore, Landlord shall be entitled to cooperate voluntarily in a reasonable manner with the efforts of national, state or local governmental agencies or utilities suppliers in reducing energy or other resource consumption.

8. Security Deposit and Letter of Credit.

8.1 Security Deposit. If this Lease is not terminated by Tenant pursuant to Section 3.1.2, on May 1, 2020, Tenant shall deliver to Landlord and Landlord shall acknowledge receipt of Tenant’s security deposit (“Security Deposit”) for the faithful performance of all terms, covenants and conditions of this Lease. The sum of the Security Deposit is specified in the Basic Lease Information. Tenant agrees that Landlord may, without waiving any of Landlord’s other rights and remedies under this Lease upon the occurrence of any of the Events of Default described in Section 19 hereof, apply the Security Deposit in an amount sufficient to remedy any failure by Tenant to repair or maintain the Premises or to perform any other terms, covenants or conditions contained herein or make any payments owing hereunder. Landlord shall within thirty (30) days following the expiration or earlier termination hereof return the remaining portion of said sum to Tenant or the last permitted assignee of Tenant’s interest hereunder, less any amounts retained to cover uncured defaults. Should Landlord use any portion of the Security Deposit to cure any default by Tenant hereunder, Tenant shall forthwith replenish the Security Deposit to the original amount. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on any such Security Deposit. Tenant waives (i) California Civil Code Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”), and (ii) any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Notwithstanding anything to the contrary herein, the Security Deposit may additionally be retained and applied by Landlord (a) to offset Rent which is unpaid either before or after termination of this Lease; and (b) against other damages suffered by Landlord before or after termination of this Lease. The Security Deposit shall not be deemed an advance payment of Rent.

8.2 Reduction of Security Deposit. Provided that the Security Deposit Reduction Conditions (defined below) have been met as of each respective Reduction Date (defined below), on the first anniversary and the second anniversary of the Commencement Date during the initial Lease Term (each such anniversary, a “Reduction Date”), Tenant shall have the right to reduce the Security Deposit by an amount equal to $311,250.00 (the “Reduction Amount”) so that the new amount of the Security Deposit(as reduced hereby) shall be: (a) $311,250.00 after of the first Reduction Date; and (b) $0.00 following the second Reduction Date.. Any reduction of the Security Deposit shall only occur upon Landlord’s confirmation that the Security Deposit Reduction Conditions have been met as of the respective Reduction Date and Landlord shall return the Reduction Amount then held by Landlord to Tenant within thirty (30) days of the Reduction Date. Further, if at any time during the Term of the Lease, Tenant provides written notice (accompanied by documentation) (“Tenant’s IPO/Sale Notice”) to Landlord that either (i) Tenant has become a publicly traded entity with a market capitalization equal to One Billion Dollars ($1,000,000,000.00); or (ii) Tenant has been sold to a third party or entity for a value greater than One Billion Dollars ($1,000,000,000.00), then, provided that the Security Deposit Reduction Conditions are met and Tenant is entitled to a return of the Security Deposit (if any is then held by Landlord), the Security Deposit shall no longer be required to be maintained by Tenant pursuant to the Lease, and Landlord shall return the Security Deposit then held by Landlord to Tenant within thirty (30) days following Landlord’s receipt of Tenant’s IPO/Sale Notice. As used herein, the “Security Deposit Reduction Conditions” shall mean that (i) no Event of Default on the part of Tenant then exists and (ii)

no Event of Default has existed during the immediately preceding twelve (12) month period remains uncured and (iii) no notice of default from Landlord to Tenant is currently outstanding.

8.3 Letter of Credit. If this Lease is not terminated by Tenant pursuant to Section 3.1.2, on May 1, 2020, Tenant shall deliver to Landlord an original Letter of Credit (as defined in Rider 1 attached hereto and incorporated herein by this reference) meeting the requirements set forth in Rider 1 (as such Rider 1 may be modified pursuant to mutual agreement between Bank (as defined in Rider 1) and Landlord). The Letter of Credit shall be collateral for the full and faithful performance by Tenant of all of its obligations under this Lease and to compensate Landlord for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease.

9. Master Lease.

9.1 Incorporation by Reference; Assumption. All of the Articles of the Master Lease are incorporated into this Lease as if fully set forth in this Lease, except the following: the Section of the Master Lease entitled “Basic Terms” (it being understood and agreed that if any of such defined terms are used in this Lease, such defined terms shall have the meanings set forth in this Lease); Article 1 (excluded in its entirety); Sections 2.1 and 2.2; Sections 3.1 through 3.5 and 3.7; Section 4.2; Article 6 (excluded solely with respect to the last sentence); Section 7.1 (excluded to the extent Landlord would be deemed to have any obligations thereunder, it being understood and agreed that for purposes of incorporation into this Lease, “Landlord”, as used therein shall mean and refer to “Master Landlord” and “Tenant”, as used in; the last sentence of such Section shall mean and refer to “Landlord”); Section 7.2.1 (excluded to the extent Tenant would be deemed to have any Exterior Maintenance Obligations (as defined below) relating to the exterior of the Building and the Land, it being understood and agreed that such Exterior Maintenance Obligations shall be performed by Landlord (not Tenant)); Section 7.2.2 (excluded solely with respect to the references to “Section 7.1”, it being understood and agreed that for purposes of incorporation into this Lease, the words “Section 7.2” shall be substituted for such references to “Section 7.1”); Section 7.3; Section 8.1 (excluded with respect to the first sentence and with respect to the references to “Major Alterations”, it being understood and agreed that for purposes of incorporation into this Lease, the word “Alterations” shall be substituted in each place that the words “Major Alterations” appears in such Section); Section 8.6 (excluded except with respect such provision applies to any Alterations performed by Tenant as provided in Article 14 of this Sublease); Section 10.2; Section 10.3.2; Section 10.3.4; Section 10.6; Sections 11.1 through 11.6; Sections 11.8 and 11.9; Article 12; Section 14.1 and 14.2; Section 15.1 (excluded solely with respect to the first two sentences); Article 17; Section 18.1; Section 18.4; Section 18.6; Section 18.7; Section 19.2; Section 19.11; Exhibit A (excluded solely with respect to the following definitions: “Basic Rent”, “Brokers”; “Commencement Date”, “Effective Date”, “Fair Market Basic Rent”; “Landlord”, “Lease”, “Premises”, “Security Deposit”, “Tenant”, “Term” and “Work Letter” (it being understood that, except as otherwise expressly provided in this Lease, for purposes of incorporation into this Lease, such defined terms, if used in this Lease, shall have the meaning set forth in this Lease); Exhibit C (excluded in its entirety); Exhibit D (excluded in its entirety); Exhibit F (excluded in its entirety). Where applicable, references in the Master Lease to “Landlord” will mean Master Landlord (as defined in this Lease) and to “Tenant” will mean Landlord (as defined in this Lease) (for example, Landlord shall not be obligated to repair any damage or destruction of the Premises or Building under the Master Lease). If any provisions of this Lease conflict with any portion of the Master Lease as incorporated herein, the terms of this Lease will govern. In addition, if there are any provisions in the Master Lease that pertain to Landlord’s rights (as tenant under the Master Lease) regarding: (i) any option or election, including any option to renew or extend the term thereof, or to expand the premises thereunder, or any preferential right or right of first refusal on any additional space; (ii) any exclusive uses in favor of Landlord; (iii) any tenant finish or other construction obligations; or

(iv) any monetary allowances for construction, rehabilitation or other purposes, any free rent, any credit against rent, or any other reduction, waiver or forgiveness of rent, or any postponement of rent, then none of such provisions shall be incorporated herein (except as otherwise expressly incorporated herein) and Tenant shall not have any rights or benefits thereunder.

9.2 Master Lease Obligations. Except as otherwise expressly provided herein, Tenant will assume and perform Landlord’s obligations as tenant under the Master Lease during the Lease Term. Tenant will not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Landlord does not assume the obligations of the Master Landlord under the Master Lease. Tenant acknowledges that the obligations to perform certain services, provide utilities, make repairs and carry insurance shall be satisfied only to the extent that the Master Landlord under the Master Lease satisfies those same obligations. With respect to the performance by Master Landlord of its obligations under the Master Lease, Landlord’s sole obligation with respect thereto will be to request the same, on request in writing by Tenant, and to use reasonable efforts to obtain the same from Master Landlord; provided, however, Landlord will have no obligation to institute legal action against Master Landlord.

9.3 Master Landlord Defaults; Consents. Notwithstanding any provision of this Lease to the contrary, (i) Landlord will not be liable or responsible in any way for any loss, damage, cost, expense, obligation or liability suffered by Tenant by reason of or as the result of any breach, default or failure to perform by the Master Landlord under the Master Lease, and (ii) whenever the consent or approval of Landlord and Master Landlord is required for a particular act, event or transaction (a) any such consent or approval by Landlord will be subject to the consent or approval of Master Landlord, and (b) should Master Landlord refuse to grant such consent or approval, under all circumstances, Landlord will be released from any obligation to grant its consent or approval.

9.4 Termination of Master Lease. If the Master Lease is terminated for any reason whatsoever, this Lease will terminate simultaneously and any unearned Rent paid in advance by Tenant shall be refunded to Tenant. Landlord shall provide notice to Tenant of any such termination of the Master Lease within three (3) days of Landlord’s receipt, or Landlord’s delivery, of notice that the Master Lease will be terminated. Upon any decision by Landlord to pursue termination of the Master Lease under Section 12.5 of the Master Lease, Landlord shall provide notice to Tenant that it will be pursuing such termination within three (3) days of Landlord’s delivery of notice to Master Landlord of termination under Section 12.5 of the Master Lease. In the event of a Termination of the Master Lease related to Section 12.5 of the Master Lease, the event shall be treated as a Condemnation for purposes of Section 17 of this Lease and, to the extent permitted by the Master Lease, Tenant shall have the right to claim from the Condemning Authority (or Landlord) all compensation that may be recoverable by Tenant on account of any loss incurred by Tenant, subject to the limitations in Section 17 of this Sublease.

10. Use. Tenant shall use the Premises solely for general office use (and related administrative and storage), in keeping with the character of a similar office building in the South of Market district and shall not use or permit the use of the Premises in any manner which will tend to create waste or a nuisance. Landlord and Tenant acknowledge that the Premises include a lunchroom/kitchen area that is available for Tenant’s use; provided, however, Tenant acknowledges and agrees that in no event shall cooking or a stove be permitted in the Premises, except that microwaves and panini presses and toasters may be used, and such other cooking appliances as may be approved by Landlord, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary contained in the Master Lease, Tenant shall not use, store, generate, transit or dispose of any Hazardous Materials (as defined in the Master Lease) upon, in, about or under the Premises; provided, however, Tenant and its agents, employees, contractors, and subcontractors shall be permitted to use normal quantities of office

and technology supplies or products (such as copier fluids, lithium batteries or cleaning supplies) customarily used in the conduct of general business office activities (“Common Office Chemicals”) and such supplies, materials, and products (such as solder) customarily used in the construction and alteration of office spaces in such quantities and such manner as are permitted in compliance with applicable Law (“Common Construction Materials”) and provided that the handling of such Common Office Chemicals and Common Construction Materials shall comply at all times with all applicable Laws.

11. Repairs and Maintenance.

11.1 Tenant’s Repairs. At all times during the Lease Term, Tenant, at Tenant’s sole expense, shall maintain and keep the Premises and every part thereof, including, without limitation, all interior doors, interior portions of windows and plate glass, floor coverings, interior walls, interior fixtures, interior equipment and improvements, exterior signage (if any) and the Outside Patio Area (as defined in Section 33 hereof) in good working order and repair, neat and clean, as provided in Section 7.2 of the Master Lease; provided, however, (i) Landlord (and not Tenant) shall perform all exterior repair and maintenance obligations set forth in Section 7.2 of the Master Lease with respect to the Building and the Land (collectively, “Exterior Maintenance Obligations”); and (ii) Master Landlord (and not Tenant) shall be responsible for the repair and maintenance obligations of Master Landlord set forth in Section 7.1 of the Master Lease. At the end of the Lease Term, Tenant will surrender the Premises in as good condition as when received, reasonable wear and tear and permitted Alterations (as defined in the Master Lease) not required to be removed pursuant to Section 12 hereof) excepted.

11.2 Landlord’s Repairs. Other than obligations to be performed by Tenant pursuant to Section 11.1 above, all maintenance and repair obligations of Landlord (including without limitation, Exterior Maintenance Obligations but excluding the cost of maintenance and repair obligations for which Master Landlord is responsible pursuant to the Master Lease) shall be included in Operating Expenses; provided, however, Tenant shall be responsible for payment of any repairs required by damage caused by the negligence or willful misconduct of Tenant and its agents, employees, licensees, invitees and visitors and the cost of such repairs may be billed separately by Landlord to Tenant.

12. Alterations. Notwithstanding anything to the contrary contained in the Master Lease, Tenant will not make any Alterations (as defined in the Master Lease) to the Premises without obtaining the prior written consent of Landlord (and to the extent required under the Master Lease, the consent of Master Landlord) thereto. All Alterations shall be subject to the terms and conditions of the Master Lease; provided, however, Landlord shall have the right to deny consent to any Alteration that affects the Building Systems, the exterior appearance of the Building or structural portions of the Building. Landlord shall notify Tenant at the time of its consent whether Landlord (and Master Landlord, if applicable) requires that Tenant shall remove any Alteration at the expiration or earlier termination of this Lease. Subject to the terms and conditions of the Master Lease relating to Alterations (including without limitation, all terms applicable to Major Alterations but excluding Section 8.2(c) of the Master Lease) and Master Landlord’s approval, if required, Landlord hereby approves of the alterations proposed by Tenant and described on Exhibit D (“Tenant’s Alterations”) attached hereto.

13. Surrender Obligations; Removal of Personal Property. All articles of Tenant’s Personal Property will be and remain the property of Tenant and may be removed by Tenant at any time, provided that Tenant, at its expense, must repair any damage to the Premises caused by such removal or by the original installation. Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in the condition required by the Master Lease and this Lease. Landlord may elect to require Tenant to remove all or any part of Tenant’s Personal Property at the expiration of the Lease Term or

sooner termination of this Lease, in which event the removal will be done at Tenant’s expense and Tenant, prior to the end of the Lease Term or upon sooner termination of this Lease, will repair any damage to the Premises caused by its removal.

14. Compliance with Laws. Tenant shall not use the Premises, Building or Land or permit anything to be done in or about the Premises, Building or Land which will in any way conflict with any Laws, including without limitation, the requirements of the Americans with Disabilities Act, a federal law codified at 42 U.S.C. 12101 et seq., including, but not limited to Title III thereof, all regulations and guidelines related thereto and all requirements of Title 24 of the State of California, regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises and/or the use of the Outside Patio Area or roof of the Building. Tenant shall not do or permit anything to be done in or about the Premises, Building or Land or bring or keep anything thereon which will in any way increase the rate of any insurance upon the Building or any of its contents or cause a cancellation of such insurance or otherwise affect such insurance in any manner, and Tenant shall at its sole cost and expense promptly comply with all Laws and with the requirements of any board of fire underwriters or other similar body now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises and the use of the Outside Patio Area and roof, excluding structural changes not related to or affected by alterations or improvements made by Tenant or Tenant’s use of the Premises. Tenant shall not be responsible for any violation or non-compliance of Laws with regard to the Premises or Building to the extent such violation existed or compliance with such Laws was required by applicable authorities prior to the Commencement Date. Notwithstanding the foregoing or anything to the contrary contained herein, from and after the Commencement Date, (i) Tenant shall be solely responsible for the payment of all costs, fees and expenses associated with any modifications, improvements or other Alterations to the Premises, Building and/or Land occasioned by the enactment of, or changes to, any Laws arising from Tenant’s particular use (as opposed to general office use) of the Premises or Building or Land or Alterations made to the Premises regardless of when such Laws became effective; and (ii) Landlord shall be responsible for all costs, fees and expenses (subject to inclusion in Operating Expenses as provided in Section 6.2 and reimbursement by Tenant as Excess Expenses) associated with any modifications or improvements to the Premises, Building and/or Land occasioned by the enactment of or changes to Laws relating to general office use (as opposed to Tenant’s particular use), except to the extent such costs, fees or expenses are caused by Alterations to the Premises by Tenant (which shall be Tenant’s responsibility pursuant to (i) of this sentence) or constitute Master Landlord’s obligations pursuant to the Master Lease; provided, further, that notwithstanding anything to the contrary contained in this Lease, in the event that any modifications or improvements to the Premises, Building, and/or Land are required to be performed at any time during the Term as a result of the enactment of or changes to Laws relating to seismic issues of the Premises, Building, or Land, including, but not limited, to a seismic retrofit of the Building, then (x) Landlord shall promptly provide written notice (“Landlord’s Seismic Work Notice”) to Tenant of the required modification or improvement and the estimated costs, fees, and expenses of such modification or improvement and (y) Tenant shall have the right to elect to terminate this Lease by providing Landlord written notice of such termination on or prior to the date that is sixty (60) days following the date of Landlord’s Seismic Work Notice, which termination shall be effective as of the date (the “Early Termination Date”) specified in Tenant’s notice (but in no event earlier than sixty (60) days following the date of Landlord’s Seismic Work Notice). In the event Tenant elects to terminate this Lease under this Article 14, neither Party shall have liability to the other for such termination, except that Landlord shall return to Tenant any and all Rent (if any) paid by Tenant attributable to the period of the Term following the Early Termination Date, Security Deposit and Letter of Credit previously deposited with Landlord hereunder.

15. Insurance.

15.1 Coverage. At all times during the Lease Term, Tenant will, at its sole cost, procure and maintain the following types and amounts of insurance coverage (but in no event less than the types and amounts of coverage required from time to time under the Master Lease):

(a) Comprehensive/Commercial General Liability Insurance (occurrence form) against any and all damages and liability, including attorneys’ fees on account or arising out of injuries to or the death of any person or damage to property, however occasioned, in, on or about the Premises and the Building with at least a single combined liability and property damage limit of $5,000,000 per occurrence.

(b) Insurance on all plate or tempered glass in or enclosing the Premises, for the replacement cost of such glass.

(c) Insurance adequate in amount to cover damage to the Premises including, without limitation, leasehold improvements (including without limitation the tenant improvements), trade fixtures, furnishings, equipment, goods and inventory.

(d) Rent insurance in an amount equal to all rent and other sums or charges payable under this Lease for a period of at least twelve (12) months commencing with the date of loss, which loss includes, but is not limited to, prevention, suspension, disruption, interruption, or interference with Tenant’s use of the Premises.

(e) Employer’s liability insurance and worker’s compensation insurance as required by applicable law with employer’s liability limits not less than $1,000,000 per accident.

(f) Any other insurance required under the Master Lease to the extent not covered in subsections (a)-(e) above (it being understood and agreed that any the insurance requirements set forth herein are intended to be in addition to (and not a reduction of) any insurance required to be maintained pursuant to the Master Lease).

(g) In the event Tenant makes any Major Alterations (as defined in the Master Lease) to the Premises, Tenant shall be required to provide Builder’s Risk coverage for the work (in addition to any other requirements specified in the Master Lease).

15.2 Policies. All insurance required to be carried by Tenant must be in a form satisfactory to Landlord and carried with companies reasonably acceptable to Landlord. Tenant must provide Landlord with an original certificate of insurance showing Landlord and Master Landlord as additional insureds on all policies of insurance excluding the insurance required under Section 15.1(v). Tenant’s policies of insurance shall provide that they are primary coverage for all matters insured therein. The certificate must provide for a thirty (30) day written notice to Landlord in the event of cancellation or material change in coverage.

15.3 Subrogation. Landlord and Tenant will each obtain from their respective insurers under all policies of fire, theft, public liability and other insurance maintained by either of them at any time during the Lease Term insuring or covering the Premises excluding the insurance required under Section 15.1(e), a waiver of all rights of subrogation which the insurer of one party might otherwise have, if at all, against the other party and each party waives any and all rights of recovery against the other and

their respective officers, employees and agents for loss of or any damage to such waiving party or its property to the extent such loss or damage is insured against under any insurance policy in effect (or required to be in effect) at the time of such loss or damage.

16. Damage and Destruction. If, as the result of any Casualty (as defined in the Master Lease), Master Landlord or Landlord exercise any option either may have to terminate the Master Lease as to all or any portion of the Premises, this Lease shall terminate to the same extent, effective as of the date of such termination of the Master Lease and Landlord shall return to Tenant all prepaid Rents, the Security Deposit and the Letter of Credit; provided, however, notwithstanding the foregoing, in the event of a Casualty, Tenant shall have the same rights to terminate this Lease and abate Rent as are provided to Landlord as the tenant under the Master Lease. If any Casualty to any portion of the Premises occurs, Tenant shall immediately provide written notice of such Casualty to Landlord. The provision of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any statue or regulation of the State of California, including Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statue or regulation, now or hereafter in effect, has no application to this Lease or any damage or destruction to all or any part of the Premises.

17. Eminent Domain. If, as the result of any Taking (as defined in the Master Lease), Master Landlord or Landlord exercise any option either may have to terminate the Master Lease as to all or any portion of the Premises, this Lease shall terminate to the same extent, effective as of the date of such termination of the Master Lease; provided however, that in the event of a Taking, Tenant shall have the same right to terminate this Lease as is provided Landlord as the tenant under the Master Lease. The provisions of this Section 17 are Tenant’s sole and exclusive rights and remedies in the event of a Taking. To the fullest extent allowable under the Laws, Tenant waives the benefits of any Laws (including without limitation, California Code of Civil Procedure Section 1265.130 and any successor statutes or laws) that provide tenant any abatement or termination rights or any right to receive any payment or award (by virtue of a Taking) not specifically described in this Section 17. In no event shall Tenant be entitled to any award from the condemning authority for the leasehold value which shall belong to Landlord. Tenant shall, however, be entitled to claim from the condemning authority all compensation that may be recoverable by Tenant on account of any loss incurred by Tenant, including Alterations paid for by Tenant, removing Tenant’s merchandise, furniture, trade fixtures, and equipment, for damage to Tenant’s business, loss of business, and or loss of its leasehold interests, or any relocation benefits provided under applicable law; provided, however, that Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord’s damages and such award to Tenant does not diminish Landlord or Master Landlord’s award for such damages. Landlord’s obligation to pay any amounts to Tenant pursuant to this Section 17 shall survive the expiration or earlier termination of this Lease. If this Lease is not terminated following any such Condemnation as set forth above, the provisions of Section 12.2 of the Master Lease shall control with respect to Master Landlord’s repair and restoration obligations and Tenant shall have the same right to abate rent pursuant to this Lease as Landlord has as tenant pursuant to Section 12.2 of the Master Lease.

18. No Encumbrance. Tenant will not voluntarily, involuntarily or by operation of law mortgage or otherwise encumber all or any part of Tenant’s interest in the Lease or the Premises.

19. Default. The occurrence of any of the following shall constitute a default (an “Event of Default”) by Tenant:

(a) Failure to pay Rent or deliver the Letter of Credit or any renewal or replacement thereof as and when due, if such failure continues for five (5) days after notice has been given to Tenant; provided that if Tenant fails to pay Rent when due more than three (3) times during a consecutive twelve (12) month period during the Lease Term, Landlord’s obligation to notify Tenant of any such failure will end after the third such occurrence, and a noncurable Event of Default shall occur if Tenant fails to pay any Rent due thereafter when such Rent is due; or

(b) Failure to pay any other sum or charge payable by Tenant hereunder as and when the same becomes due and payable, and such failure continues for more than ten (10) days after Landlord gives written notice thereof to Tenant; provided that if Tenant fails to pay any sum or charge when due more than three (3) times during a consecutive twelve (12) month period during the Lease Term, Landlord’s obligation to notify Tenant of any such failure will end after the third such occurrence, and a noncurable Event of Default shall occur if Tenant fails to pay any sum or charge due thereafter when such sum or charge is due or

(d) Failure to perform or observe any other agreement, covenant, condition or provision of this Lease to be performed or observed by Tenant as and when performance or observance is due, and such failure continues for more than twenty (20) days after Landlord gives written notice thereof to Tenant; provided, however, if Tenant is not able through the use of commercially reasonable efforts to cure such breach or failure within such twenty (20) day period, then, provided Tenant commences to cure such breach or failure within the twenty (20) day period and thereafter diligently prosecutes such cure to completion, such twenty (20) day period shall be extended for such period of time as may be reasonably required for completion (but in no event shall the total time permitted for Tenant to cure such default be longer than the total time period to cure such default as is permitted pursuant to the Master Lease); or

(e) Any act or omission on the part of Tenant which is the basis of a claim by Master Landlord of a default on the part of Tenant under the Master Lease (provided Master Landlord gives Landlord written notice of default under the Master Lease) unless Tenant cures such act or omission to Master Landlord’s satisfaction (i) within three (3) days after either Master Landlord or Landlord give Tenant notice of such act or omission, in the event of a monetary default; and (ii) within twenty (20) days after Tenant’s receipt of written notice from Master Landlord or Landlord in the event of a nonmonetary default, provided, however, if Tenant is not able through the use of commercially reasonable efforts to cure such breach or failure within such twenty (20) day period, then, provided Tenant commences to cure such breach or failure within the twenty (20) day period and thereafter diligently prosecutes such cure to completion, such twenty (20) day period shall be extended for such period of time as may be reasonably required for completion (but in no event shall the total time permitted for Tenant to cure such default be longer than the total time period to cure such default as is permitted pursuant to the Master Lease); or

(f) The filing of a petition by or against Tenant under the Federal Bankruptcy Code or any state bankruptcy or insolvency law (unless, in the case of a petition filed against Tenant, Tenant contests such petition and obtains a dismissal thereof within sixty (60) days after filing); Tenant’s making any general assignment for the benefit of its creditors; the appointment of a trustee or

receiver to take possession of all or any portion of Tenant’s assets located at the Premises or of Tenant’s interest under this Lease (unless Tenant contests such appointment and obtains repossession of such assets or interest within sixty (60) days); the attachment, execution or other judicial seizure of all or any portion of Tenant’s assets located at the Premises or of Tenant’s interest under this Lease; or Tenant’s acknowledgment in writing that it is insolvent or generally unable to pay its obligations as they fall due.

20. Remedies for Tenant Default. Upon and after the occurrence of any Event of Default pursuant to this Lease (and until cure of such Event of Default has been tendered by Tenant and accepted by Landlord), Landlord shall have all of the rights and remedies given to Master Landlord under the Master Lease that would apply in the event of a default by Landlord, as tenant, under the Master Lease, and all other remedies available under applicable Laws shall be available to Landlord hereunder, including without limitation all of the following to the extent not inconsistent with the terms of the Master Lease or applicable Laws:

(a) The right to terminate this Lease and the interest and estate granted in the Premises hereby, by giving Tenant written notice of such termination (which shall be effective upon the later of the receipt of such notice or the date and time of termination specified therein).

(b) In the event Landlord elects to terminate this Lease, the right to recover from Tenant:

(i) The worth at the time of award of the unpaid rent earned at the date of such termination,

(ii) The worth at the time of award of the amount by which the unpaid Rent which would have earned after the date of such termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided,

(iii) The worth at the time of award of the amount by which the unpaid Rent which would have been earned for the balance of the Lease Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided, and

(iv) Any other amount necessary to compensate Landlord for all of the detriment proximately caused by Tenant’s failure to observe or perform any of its obligations under this Lease or which in the ordinary course of events would be likely to result therefrom, including, without limitation, expenses incurred in reentering and taking possession of the Premises, costs incurred in cleaning and refitting the Premises for a new tenant and costs (including reasonable broker’s commissions) incurred in reletting the Premises.

The “worth at the time of award” shall be computed, for purposes of clauses (1) and (2) above, by allowing interest at two percent over the prime or corporate reference rate announced from time to time by Bank of America, or, if lower, the maximum rate permitted by law during the period in question, and, for purposes of clause (3) above, by discounting such amount at the discount rate of the Federal Reserve Bank in the State in which the Premises are located in effect at the time of the award, plus one percent (1%).

(c) The right to re-enter and repossess the Premises, and remove all persons and property therefrom, by any suitable action or proceeding without liability to Tenant or anybody claiming by, through or under Tenant. No such re-entry or repossession shall be deemed an election to terminate this lease, unless Landlord has given Tenant written notice of termination pursuant

to subparagraph (a) above or such termination is otherwise decreed by a court of competent jurisdiction. Landlord may store any property removed from the Premises at Tenant’s expense and, if Tenant does not pay the cost of such removal and storage within the later of ten (10) days after written demand to Tenant therefor or thirty (30) days after the removal and storage of such property, Landlord may sell such property and apply the proceeds of such sale to the cost of such removal and storage and to any other amounts then owed Landlord hereunder.

(d) Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue Lease in effect after Tenant’s breach and abandonment and recover Rent as it becomes due, if Tenant has right to sublet or assign, subject only to reasonable limitations).

(e) Without terminating this Lease, Landlord shall have the right to relet the Premises or any part thereof, for Tenant’s account, but on such terms and conditions and at such rentals as Landlord in its sole discretion deems advisable, with the right at Tenant’s expense to make such alterations and repairs in the Premises and to incur such other expenses as Landlord in its discretion deems necessary for such reletting. Rents and other sums received by Landlord from any such reletting shall be applied: first, to the payment of expenses incurred by Landlord in reletting and repossessing the Premises and in the reletting thereof; second, to sums other than Rent then owed by Tenant to Landlord hereunder; third, to installments of Rent then owed Landlord hereunder; fourth, to future installments of Rent, as they become due; and, fifth, any balance to Tenant. If the rents and other revenues received by Landlord from any such reletting are insufficient to pay in full the amounts due Landlord hereunder (including, without limitation, reimbursement of the expenses of reentering, repossessing and reletting the Premises), Tenant shall, upon demand and from time to time, pay the deficiency to Landlord.

(f) Without terminating this Lease, seek and obtain the appointment of a receiver to take possession of the Premises, relet the same, collect and receive any Rents and other amounts payable to Tenant with respect to the Premises and apply such receipts, first, to the expenses of such receivership and, then, in accordance with subparagraph (e) above.

(g) To cure any default on the part of Tenant and to recover from Tenant the cost of such cure, upon demand, together with interest thereon from the date paid at an annual rate of ten (10%) percent. Landlord’s cure of any default hereunder shall not be deemed to waive such default or any other Event of Default.

(h) Any other right or remedy provided by law or in equity or in the Master Lease.

The rights and remedies of Landlord provided in this Lease are, to the maximum extent permitted by law, cumulative and not mutually exclusive.

21. Indemnification and Limitation on Liability.

21.1 Except for Claims (as hereinafter defined) limited elsewhere in this Lease and to the extent arising from Landlord’s or Landlord’s Representatives’ (as hereinafter defined) gross negligence or willful misconduct, Tenant hereby agrees to indemnify Landlord and Landlord’s directors, officers, shareholders, partners, members, principals, employees, agents, servants, contractors, subcontractors, visitors, licensees, successors and assigns (collectively, “Landlord’s Representatives”) against and save Landlord and Landlord’s Representatives harmless from any and all losses, costs, damages, charges, liabilities, obligations, fines, penalties, claims, demands, or judgments and any and all

expenses, including, without limitation, reasonable attorneys’ fees and expenses, court costs, and costs of appeal, settlement and negotiations (collectively, “Claims”), arising out of or in connection with: (i) Tenant’s use of the Premises and the Building, including without limitation, the Outside Patio Area (as defined in Section 31) and/or the roof of the Building (as provided in Section 33 below) ; (ii) the conduct of Tenant’s business or any activity, work or thing done, permitted or suffered by Tenant in, on or about the Premises, the Building and/or the Land; (iii) any failure to perform or observe any of the terms, covenants, conditions or provisions required to be performed or observed by Tenant under this Lease or the Master Lease; or (iv) any negligence or other misconduct of Tenant or any of Tenant’s directors, officers and employees (collectively, “Tenant’s Representatives”) in connection with the performance of Tenant’s obligations under this Lease; or (v) any mechanic’s lien and other liens and encumbrances filed by any person claiming by, through or under Tenant, including security interests in any materials, fixtures, equipment and any other improvements or appurtenances installed in, located on or constituting part of the Premises. In the event that any action or proceeding is brought against Landlord by reason of any of clauses (i) through (v) inclusive of this Section 21, Tenant shall, at the request of Landlord, assume the defense of the same at Tenant’s sole cost with counsel reasonably satisfactory to Landlord. Landlord and its insurers shall each have the right to employ, at its expense, separate counsel in any such action or proceeding and to participate in the defense thereof.

21.2 Tenant hereby assumes all risk of damage to property or injury to persons in or on the Premises or arising from the use or occupation thereof from any cause whatsoever, except when caused by the gross negligence or willful misconduct of Landlord.

21.3 Landlord shall not be responsible or liable to Tenant or to those claiming by, through or under Tenant for any injury, loss or damage that may be occasioned by or through the acts or omissions of: (i) persons occupying other premises in the Building, or (ii) Landlord or Landlord’s Representatives unless caused by the active gross negligence or willful misconduct of Landlord or Landlord’s Representatives. Landlord shall not be responsible or liable to Tenant for any defect or failure, in (or any act or omission in the construction of) the Building, the Premises or any Building Systems, nor shall it be responsible or liable for any injury, loss or damage to any person or property of Tenant or Tenant’s Representatives or any other person caused by or resulting from fire, electricity, gas, water, or other utility (or interruption therein) or from rain, snow, ice, theft, bursting, breakage, explosion, implosion, leakage, steam, running, backing up, seepage, or the overflow of water or sewerage in any part of the Building or Land for any injury, loss or damage caused by or resulting from acts of God or the elements; provided, however, notwithstanding the foregoing, (i) Tenant shall have the right to abate Rent and request non- emergency work be conducted after Tenant’s business hours or on the weekend; and (ii) Landlord shall provide prior notice and use commercially reasonable efforts to schedule work as provided elsewhere in this Lease. Tenant shall give prompt notice to Landlord in case of fire, casualty, defect or accident in the Premises or in the Building or Land or of defects therein or in any Building System.

21.4 Tenant’s indemnity obligations under this Section 21 shall survive the expiration or earlier termination of this Lease.

21.5 Tenant hereby expressly assumes any and all indemnity obligations of Landlord under the Master Lease (except to the extent such Claim was caused by Landlord and not Tenant).

22. Assignment and Subletting.

22.1 General Provisions. Subject to the terms and conditions of the Master Lease, Tenant shall not voluntarily or by operation of law assign, transfer, mortgage, sublet or otherwise transfer

or encumber all or any part of Tenant’s interest in this Lease or in the Premises (collectively, “Transfer”), without Landlord’s prior written consent which shall not be unreasonably withheld and the prior written consent of the Master Landlord, as provided in the Master Lease; provided, however, notwithstanding anything to the contrary contained in the Master Lease or this Lease, it shall be deemed to be reasonable for Landlord to withhold consent to a proposed Transfer involving less than a full floor of the Premises. Subject to the terms and conditions of the Master Lease and Master Landlord’s consent, Tenant shall have the right to sublease any portion of the Premises to an Affiliate of the Originally Named Tenant without Landlord’s consent.

22.2 Landlord’s Right to Recapture. Notwithstanding anything to the contrary contained in this Section 22 or the Master Lease, Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any Tenant’s request for consent to a Transfer of more than one floor of the Premises (other than to a Permitted Transfer Assignee), to recapture the proposed assignment or sublease space or the entirety of the Premises, as determined in Landlord’s sole discretion. Such recapture notice shall cancel and terminate this Lease with respect to either the proposed assignment or sublease space or entire Premises, as applicable, as of the date stated in Tenant’s request for consent to a Transfer as the effective date of the proposed Transfer (with respect to Landlord’s recapture following receipt of Tenant’s request for consent to an assignment or sublease), and otherwise, such termination shall be effective on the date that is sixty (60) days after Landlord’s delivery of a recapture notice. If this Lease shall be canceled with respect to less than the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of rentable square feet retained by Tenant in proportion to the number of rentable square feet contained in the Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall execute written confirmation of the same. If Landlord declines, or fails to elect in a timely manner to recapture the proposed assignment or sublease space or the entirety of the Premises under this Section 22, then, provided Landlord and Master Landlord have consented to the proposed assignment or sublease, Tenant shall be entitled to proceed to assignment or sublease such space to the proposed Transferee, subject to provisions of this Section 22 and the Master Lease. For avoidance of doubt, this Section 22.2 shall not apply to any Transfer to a Permitted Transfer Assignee as provided in Section 22.3 below.

22.3 Permitted Transfer If an Event of a Default on the part of Tenant does not then exist, Tenant may, without Landlord’s prior written consent (but subject to Master Landlord’s consent to the extent required under the Master Lease), sublet any portion of the Leased Premises or assign this Lease to (a) an Affiliate (defined below) of Tenant or (b) to (i) a successor to Tenant by merger or consolidation, or (ii) a successor to Tenant by purchase of all or substantially all of Tenant’s assets (any transaction described in this sentence being referred to as a “Permitted Transfer” and any assignee pursuant to a Permitted Transfer a “Permitted Transfer Assignee”), provided that (w) at least 10 business days before the transfer, Tenant notifies Landlord of such transfer (unless such prior notice is precluded by applicable law or confidentiality agreement, in which event Tenant shall notify Landlord as soon as such notice is permitted), (x) any assignee executes and delivers to Landlord a commercially reasonable instrument pursuant to which the assignee assumes, for Landlord’s benefit, all of Tenant’s obligations under this Lease; (y) in the case of a transaction covered by clause (b) above, the successor entity has a net worth (computed in accordance with generally accepted accounting principles, except that intangible assets such as goodwill, patents, copyrights, and trademarks shall be excluded in the calculation (“Net Worth”)) immediately after the transfer that is not less than the Net Worth of Tenant immediately before either as of the date of the transfer or as of the Effective Date, whichever is greater; and (z) the transfer is made for a good faith operating business purpose and not, whether in a single transaction or in a series of transactions, entered into in order to evade the requirements of this Lease. As

used in this Lease, “Affiliate” means, with respect to any party, a person or entity that controls, is under common control with, or is controlled by such party.

23. Signs. Subject to applicable Laws and the terms and conditions of the Master Lease, including without limitation, Section 18.2, Tenant may install and utilize throughout the Lease Term, at Tenant’s sole cost and expense, signs stating Tenant’s name and/or logo (or the name of the Building) on the exterior of the Building; provided, however, (i) all signs proposed by Tenant for the exterior of the Building shall be subject to applicable Laws, and Landlord’s prior written approval (which approval will not be unreasonably withheld, conditioned or delayed) and Master Landlord’s prior written approval, which shall include, without limitation, approval of the design, color, size and location of the signs Subject to the foregoing conditions, Landlord hereby approves of the signs proposed by Tenant as shown on Exhibit G attached hereto.. Any and all signs placed on the Premises by Tenant shall be maintained by Tenant in compliance with rules and regulations governing such signs and all laws, and Tenant shall be responsible for repairing any damage caused by installation, use or maintenance of such signs. Tenant, upon the expiration or earlier termination of this Lease, shall remove such signs and repair all damage incident to such removal and restore the exterior of the Building to the condition prior to the installation of such signs.

24. Brokers. Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease excepting only the brokers specified in the Basic Lease Information, and it knows of no other real estate broker or agent who is entitled to a commission in connection with this Lease. Tenant agrees to indemnify, defend Landlord and hold Landlord harmless from and against any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expense (including reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of Tenant’s dealings with any real estate broker or agent other than as specified in the Basic Lease Information. Landlord shall be responsible for the payment of brokerage fees or commissions which are due and payable to Brokers arising from this Lease pursuant to a separate written agreement between Landlord and Tenant’s Broker.

25. Holding Over. If Tenant holds over after the expiration of the Lease Term or earlier termination of this Lease, with or without the express or implied consent of Landlord, then at the option of Landlord, Tenant will become and be only a month-to-month tenant at a rent equal to (i) one hundred fifty percent (150%) of the rent payable by Tenant immediately prior to such expiration or termination, for the first three (3) months following such expiration or termination; and (ii) two hundred percent (200%) of the rent payable by Tenant immediately prior to such expiration or termination for the period (if any) of such holdover following such initial three (3) month holdover period, and otherwise upon the terms, covenants and conditions herein specified. Notwithstanding any provision to the contrary contained herein, (i) Landlord expressly reserves the right to require Tenant to surrender possession of the Premises upon the expiration of the Lease Term or upon the earlier termination of this Lease and the right to assert any remedy at law or in equity to evict Tenant and/or collect damages in connection with any holding over, and (ii) Tenant will indemnify, defend and hold Landlord harmless from and against any and all liabilities, claims, demands, actions, losses, damages, obligations, costs and expenses, including, without limitation, attorneys’ fees incurred or suffered by Landlord by reason of Tenant’s failure to surrender the Premises on the expiration of the Lease Term or earlier termination of this Lease.

26. Subordination. This Lease is subject and subordinate to the Master Lease, to all ground and underlying leases, and to all mortgages and deeds of trust which may now or hereafter affect such leases, the leasehold estate or estates thereby created or the real property of which the Premises form a part, and to any and all renewals, modifications, consolidations, replacements and extensions thereof.

27. Disability Access; Accessibility Disclosures. As required by San Francisco Administrative Code Chapter 38, Landlord and Tenant agree as follows:

PLEASE NOTE: DISABILITY ACCESS OBLIGATIONS NOTICE

The Building may not currently meet all applicable construction-related accessibility standards, including standards for public restrooms and ground floor entrances and exits.

By signing below, I confirm that I have read and understood the Disability Access Obligations Notice.


LANDLORD: SOMA HUB LLC, a California limited liability company		TENANT: USER TESTING, INC., a California corporation

By:	/s/ Allan Young	By:	/s/ Tien Anh Nguyen
Name:	Allan Young	Name:	Tien Anh Nguyen
Title:	Managing Member, SOMA Hub LLC	Title:	CFO

		By:	/s/ Andy MacMillan
		Name:	Andy MacMillan
		Title:	CEO

Before entering into this Lease, Landlord has provided the following notices to Tenant: (i) the Disability Access Obligations Notice Under San Francisco Administrative Code Chapter 38 attached hereto as Exhibit C and incorporated herein by this reference and (ii) a copy of the Small Business Commission’s Access Information Notice in English. The Access Information Notice is also available through the San Francisco Office of Small Business and their website. Landlord hereby informs Tenant that the Building has not undergone an inspection by a Certified Access Specialist, as referenced in California Civil Code Section 1938. A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, Landlord may not prohibit Tenant from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the Tenant, if requested by Tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.

28. General.

28.1 Notices. Any notice required or permitted to be given hereunder shall be in writing and delivered to the applicable party personally, or by United States Postal Service, first class registered or certified mail, postage prepaid, return receipt requested, or via nationally recognized overnight courier in any case to the address indicated for such party specified in the Basic Lease Information; and shall be deemed given, delivered and received (i) if sent via mail, three (3) business days after the date of mailing, (ii) if delivered personally, on the date of delivery (provided that if the date of

delivery is a weekend or holiday, then such notice shall be deemed given on the next-succeeding business day) and (iii) if sent via overnight courier, on the business day next succeeding the date delivered to the courier for next-day delivery.

28.2 Waivers. The failure or delay of either Party to insist in any instance upon the strict performance or observance of any obligation or condition on the part of the other under this Lease, or to exercise any right or remedy provided herein, shall not be deemed a waiver of such obligation, condition, right or remedy, except where this Lease provides expressly that a right or remedy must be exercised within a specific time and such time has elapsed. No waiver by either Party of any right or obligation contained in this Lease shall be deemed to have been made, unless made expressly in writing by the Party entitled to the performance of the obligation, satisfaction of the condition or exercise of the right in question. Landlord’s acceptance of any partial payment of Rent due Landlord hereunder shall not satisfy or discharge Tenant’s obligation to pay the balance of Rent then due, nor shall Landlord’s acceptance of any payment of Rent when Tenant is in breach of any other obligation or condition under this Lease be deemed a waiver of such breach.

28.3 No Parking. Tenant expressly acknowledges and agrees that Landlord is not obligated to provide any parking facilities to Tenant.

28.4 Computation of Time. The term “day” means a calendar day, and the term “business day” means any day other than a Saturday, Sunday or a bank holiday under the laws of the United States or the State of California. Any period of time specified in this Lease which would otherwise end upon a non-business day shall be extended to, and shall end upon, the next following business day.

28.5 Entire Agreement; Modification; Binding Effect. This Lease constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings and representations of the Parties with respect to the subject matter hereof. This Lease may not be modified, amended, supplemented or otherwise changed, except by a writing executed by both Parties. Except as otherwise expressly provided herein, this Lease shall bind and inure to the benefit of the Parties and their respective successors and assigns.

28.6 Attorneys’ Fees. Should either Party institute any action or proceeding against the other for any reason or to enforce any provision of this Lease or for damages by reason of an alleged breach of any provision hereof, the prevailing Party shall be entitled to receive all costs and expenses (including reasonable attorneys’ fees) incurred by such prevailing Party in connection with such action or proceeding.

28.7 Execution in Counterparts. This Lease may be executed in two counterparts, and by each Party on a separate counterpart, each of which when so executed and delivered shall be deemed an original, and both of which when taken together shall constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) and any counterpart so delivered shall be deemed to have been duly and validly delivered, valid and effective for all purposes and binding upon the parties hereto.

28.8 Governing Law. This Lease shall be governed by and interpreted in accordance with the laws of the State of California.

28.9 WAIVER OF JURY TRIAL. LANDLORD AND TENANT, TO THE EXTENT THEY MAY LEGALLY DO SO, HEREBY EXPRESSLY WAIVE ANY RIGHT TO

TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS LEASE, OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS LEASE OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THEY EXTENT THEY MAY LEGALLY DO SO, LANDLORD AND TENANT AGREE THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY. THE PARTIES HAVE SET FORTH THEIR INITIALS BELOW TO INDICATE THEIR AGREEMENT WITH THE JURY TRIAL WAIVER PROVISION CONTAINED IN THIS SECTION.

28.10 Authority. If either Party signs as a corporation or a partnership, each person executing this Lease on behalf of such Party does hereby covenant and warrant that (i) such Party is a duly authorized and existing entity, (ii) such Party has and is qualified to do business in California, (iii) such party has full right and authority to enter into this Lease, (iv) each person signing on behalf of such Party is authorized to do so and (v) this Lease is a valid and binding obligation of and enforceable against such Party. Upon a Party’s request, the other Party shall provide such party with evidence reasonably satisfactory to such party confirming the foregoing covenants and warranties. Tenant confirms that it is not in violation of any executive order or similar governmental regulation or law, which prohibits terrorism or transactions with suspected or confirmed terrorists or terrorist entities or with persons or organizations that are associated with, or that provide any form of support to, terrorists. Tenant further confirms that it will comply throughout the Lease Term, with all governmental laws, rules or regulations governing transactions or business dealings with any suspected or confirmed terrorists or terrorist entities, as identified from time to time by the U.S. Treasury Department’s Office of Foreign Assets Control or any other applicable governmental entity.

28.11 Partial Invalidity. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.

28.12 Joint and Several Liability. If more than one person or entity is the Tenant, the obligations hereunder imposed upon each such person or entity shall be joint and several.

28.13 Definition of Landlord. As used in this Lease, the term “Landlord” means only the current owner of the leasehold interest of the lessee under the Master Lease at the time in question. Each Landlord is obligated to perform the obligations of the Landlord hereunder only during the time such Landlord owns such leasehold interest. Any Landlord who transfers title to its leasehold interest in the Premises is relieved of all liabilities of Landlord under this Lease to be performed on or after the date of such transfer.

28.14 Submission of Document for Review. The submission of this document for examination and negotiation does not constitute an offer to sublease, or a reservation of, or option for

subleasing the Premises. This document shall become effective and binding only upon execution and delivery hereof by both parties and delivery of the written consent of the Master Landlord.

28.15 28.15 Landlord Exculpation. It is expressly understood and agreed that notwithstanding anything in this Lease to the contrary, and notwithstanding any applicable law to the contrary, the liability of Landlord (including any successor landlord) and any recourse by Tenant against Landlord or any Landlord related party shall be limited solely and exclusively to an amount which is equal to the leasehold interest of Landlord in the Building and Land, and neither Landlord nor any of the partner, member, office or director thereof shall have any personal liability therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant.

28.16 Landlord Entry; Access to Premises; Keys. Landlord and its authorized representatives may at all reasonable times and upon reasonable notice to Tenant enter the Premises to: (a) inspect the Premises; (b) show the Premises to prospective purchasers, mortgagees and, within the last 9 months of the Term, tenants; (c) post notices of non-responsibility or other protective notices available under the Laws; or (d) exercise and perform Landlord’s rights and obligations under this Lease. Landlord shall provide reasonable prior notice (by email or telephone) to Tenant of any proposed entry by Landlord into the Premises (except that no notice shall by required in the event of an emergency). Tenant agrees that Landlord’s entry into the Premises is not to be construed as a forcible or unlawful entry into, or detainer of, the Premises or as an eviction of Tenant from all or any part of the Premises. Landlord shall conduct all of Landlord’s activities on the Premises as allowed under this Section in a manner which will cause the least possible inconvenience, annoyance or disturbance to Tenant or Tenant’s business, and in the event of non- emergency work to be performed by Landlord, Tenant shall have the right to request that non-emergency work be conducted after Tenant’s business hours or on the weekend, provided that Tenant shall, at Tenant’s sole cost, be responsible for any overtime or after hours costs incurred to accommodate Tenant’s schedule, in addition to any other costs of such work that are included in Excess Expenses). Tenant shall not place any lock(s) on any exterior door, or install any security system (including, without limitation, card key systems, alarms or security cameras), in the Premises or Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Landlord acknowledges and agrees, that Tenant shall have the right, at its sole cost and expense, to install a proximity card security system, including security cameras, windows, sensors, motion sensors, or equivalent system throughout the Premises, subject to Landlord’s (and to the extent required by the Master Lease, Master Landlord’s) prior written consent and all applicable provisions of the Lease and the Master Lease. Landlord shall have the right to retain at all times and to use keys or other access codes or devices to all locks and/or security system within and into the Premises, except that Tenant may elect to place a lock and/or card key system on the doors within the Premises to a (i) network room and/or (ii) room used in connection with a Tenant IPO event, and may elect to not provide Landlord keys or access codes to such rooms, subject to Landlord’s right to access the Premises as provided in this Section 28.16 (and Master Landlord’s access rights pursuant to the Master Lease). A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s cost, and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of this Lease. Further, if and to the extent Tenant re-keys, re-programs or otherwise changes any locks at the Premises or the Building, Tenant shall be obligated to restore all such locks and key systems to be consistent with the master lock and key system at the Building, all at Tenant’s sole cost and expense. Subject to any events of emergency and applicable laws, Tenant shall have the right to access the Premises twenty-four (24) hours a day, seven (7) days a week.

28.17 Alteration of Building; Landlord’s Reserved Right. Landlord reserves the right, at any time and from time to time to make alterations, additions, repairs or improvements to or in or decrease the size or area of all or any part of the Building (except for the Premises) and the Land, including without limitation, the Building Systems and exterior and roof of the Building; provided, (a) Landlord agrees to use its commercially reasonable efforts to minimize any interference with Tenant’s business operations in connection with such alterations, additions, repairs or improvements (it being understood and agreed that Tenant shall have the right to request that non-emergency work be conducted after Tenant’s business hours or on the weekend, provided that Tenant shall, at Tenant’s sole cost, be responsible for any overtime or after hours costs incurred to accommodate Tenant’s schedule, in addition to any other costs of such work that are included in Excess Expenses, provided further that if such overtime or after hours costs are incurred for capital costs or improvements, such costs shall be amortized as provided in Section 6.2(ix)); and (b) Tenant shall be entitled to partially abate Base Rent due hereunder in the amount by which Tenant’s Base Rent exceeds Landlord’s rent owed as tenant under the Master Lease during any period of interference in which Tenant is unable to use (and actually does not use) the Premises or portion of the Premise as a result of such interference (it being understood and agreed that if only a portion of the Premises is rendered unusable, the Base Rent abatement hereunder shall be calculated based on the percentage that the unusable portion of the Premises is of the entire Premises). Landlord shall provide reasonable prior notice (by email or telephone) to Tenant of any proposed entry by Landlord into the Premises in the exercise of Landlord’s rights pursuant to this Section 28.17 (except that no notice shall be required in the event of an emergency). This Lease does not grant any rights to light or air over or about the Building. Landlord reserves exclusively to itself the use of: (i) the roof (subject to Tenant’s rights pursuant to Section 33); and (ii) the Land (subject to Tenant’s rights pursuant to Section 31). Landlord also has the right to make such other changes to the Building as Landlord deems appropriate, provided the changes do not materially affect Tenant’s ability to use the Premises. Landlord shall also have the right (but not the obligation) to temporarily close the Building if Landlord reasonably determines that there is an imminent danger of significant damage to the Building or of personal injury to the occupants of the Building. The circumstances under which Landlord may temporarily close the Building shall include, without limitation, electrical interruptions, hurricanes and civil disturbances. A closure of the Building under such circumstances shall neither constitute a constructive eviction nor entitle Tenant to an abatement or reduction of Rent, unless such closure was caused by Landlord’s gross negligence or willful misconduct.

28.18 Public Transit Information. Tenant shall establish and carry on during the Lease Term a program to encourage maximum use of public transportation by personnel of Tenant employed on the Premises, including without limitation the distribution to such employees of written materials explaining the convenience and availability of public transportation facilities adjacent or proximate to the Building and encouraging use of such facilities, and shall comply with all regulations promulgated from time to time by the City of San Francisco with regard to public transit usage, all at Tenant’s sole cost and expense.

29. Bicycles. Tenant shall be allowed to bring bicycles into the Premises, subject to Landlord’s reasonable rules and regulations.

30. Dogs. Tenant shall be allowed to bring dogs into the Premises, subject to Landlord’s reasonable rules and regulations and all applicable Laws.

31. Outside Patio Area. Subject to applicable Laws and the terms and conditions contained in this Section 31, commencing as of the Commencement Date, Tenant shall have an exclusive license during the Lease Term to use for outdoor seating only the outside patio area behind the Building (the

“Outside Patio Area”). The Outside Patio Area shall not be included in the rentable square footage of the Premises for purposes of this Lease and Tenant shall not be obligated to pay any Rent to Landlord for the use rights granted in this Section 31. The license to use the Outside Patio Area granted hereby is personal to the Originally Named Tenant and any Permitted Transfer Assignee of the Originally Named Tenant and shall not be assigned, sublet or otherwise transferred in any way or manner. Tenant shall accept the Outside Patio Area in its “as is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Outside Patio Area. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Outside Patio Area or the compliance of Tenant’s intended use of the Outside Patio Area with any applicable Laws. Tenant shall be solely responsible for performing all janitorial services and other cleaning of the Outside Patio Area. Tenant shall have no right to alter, change or make improvements to the Outside Patio Area, except as approved pursuant to Article 12. Landlord shall have the sole and exclusive right to make any and all necessary repairs, replacements and improvements to the Outside Patio Area as Landlord deems necessary or desirable, and the cost thereof may be included in Operating Expenses, unless such repairs, replacements or improvements to the Outside Patio Area are required as a result of Tenant’s use thereof or the license granted to Tenant hereby, in which event Tenant shall pay Landlord the cost thereof within thirty (30) days following Tenant’s receipt of Landlord’s notice requesting payment of same. Tenant’s use of the Outside Patio Area shall be subject to such additional rules, regulations and restrictions as Landlord may make from time to time concerning the Outside Patio Area. Except as expressly set forth in this Section 31, all of the terms, covenants, conditions, limitations and restrictions contained in this Lease pertaining to the Premises and Tenant’s use thereof shall apply equally to the Outside Patio Area and Tenant’s use thereof, including, without limitation, Tenant’s indemnity of Landlord set forth in Section 21, Tenant’s insurance obligations set forth in Section 15, and Tenant’s obligations to comply with Laws set forth in Section 14 (including Tenant’s obligation to obtain and maintain all permits, licenses, certificates and approvals necessary for Tenant’s use of the Outside Patio Area, and Tenant’s responsibility for the cost of any and all alterations or improvements to the Outside Patio Area, the Premises, the Building and/or the Land and the path of travel as may be required to comply with all applicable Laws which relate to or which are triggered by Tenant’s use of the Outside Patio Area). The license to use the Outside Patio Area granted to Tenant hereby shall be revocable by Landlord for cause upon written notice to Tenant, and Landlord thereafter shall have the right to remove from the Outside Patio Area any and all of Tenant’s personal property located thereon and to take any action Landlord deems necessary or appropriate to prevent Tenant’s access to and use of the Outside Patio Area. As used in this Section 31, “cause” shall include, without limitation, any of the following: (i) Landlord’s good faith determination that the license granted hereby and/or the use of the Outside Patio Area creates a hazard or threatens the safety and/or security of persons or property or endangers or otherwise interferes with the use and occupancy of the Building, or constitutes a nuisance; (ii) the license granted hereby and/or the use of the Outside Patio Area constitutes a violation of or otherwise conflicts with any applicable Laws or any rules, orders, regulations or requirements of the American Insurance Association or any similar body, or results in increased rates of insurance for the Master Lease Premises (or any portion thereof); (iii) Tenant abandons or vacates all or a substantial portion of the Premises, or Tenant no longer occupies the entire Premises; (iv) this Lease is terminated for any reason; or (v) Tenant fails to comply with any of the terms, covenants, conditions, limitations or restrictions contained in this Section 31 or elsewhere in this Lease which apply to the Outside Patio Area or Tenant’s use thereof, or Tenant is otherwise in default under this Lease. Tenant agrees that Tenant’s use of the Outside Patio Area shall be at Tenant’s sole risk and, except to the extent caused directly by the negligence or willful misconduct of Landlord, Landlord shall have no liability to Tenant for any loss, cost, claim, liability, damage or expense arising out of Tenant’s use of the Outside Patio Area.

32. Building Name. As long as Tenant is not in default of any of the terms, covenants or conditions of this Lease and has not subleased or assigned more than seventy-five percent (75%) of the Premises, Tenant shall have the right to designate a name for the Building, subject to Landlord’s approval, which shall not be unreasonably withheld.

33. Roof Rights.

33.1 Right to Install Rooftop Equipment. During the Lease Term, and, subject to Tenant’s compliance with all applicable Laws and the terms and conditions of this Lease and the Master Lease, and Landlord’s prior review and approval of plans and specifications for all such installation, Tenant and Tenant’s contractors (which shall first be reasonably approved by Landlord) shall have the right to access, install, replace, remove, operate and maintain, rooftop equipment to facilitate internet access and communications (the “Antenna”) on the rooftop of the Building at a location reasonably determined by Landlord, including the cabling and connecting equipment (collectively, the “Connecting Equipment”). The Antenna and the Connecting Equipment are collectively referred to as the “Rooftop Equipment”.

33.2 Conditioned Upon Lease. This Section 33 is contingent upon the Lease being in effect and compliance by Tenant with all of the terms and provisions hereof. If the Lease terminates or expires for any reason, Tenant’s rights under this Section 33 shall also terminate concurrently therewith unless otherwise agreed in writing by Landlord in its sole and absolute discretion.

33.3 No Assignment. Tenant’s rights under this Section 33 may not be assigned, transferred to or used by any other person or entity, except to a Permitted Transfer Assignee.

33.4 Installation. Tenant’s installation and operation of the Rooftop Equipment shall be governed by the following terms and conditions:

(a) Installation shall be conducted by licensed contractors approved by Landlord. If any roof penetration is required, unless Landlord elects to perform such penetrations at Tenant’s sole cost and expense, Tenant shall retain Landlord’s designated roofing contractor to make any necessary penetrations and associated repairs to the roof in order to preserve Landlord’s roof warranty.

(b) All plans and specifications for the Rooftop Equipment shall be subject to Landlord’s prior review and approval. Upon Landlord’s request, Tenant shall prepare and submit a detailed set of plans and specifications for the proposed Rooftop Equipment, methods of installation and proposed locations thereof.

(c) Tenant, at Tenant’s sole cost and expense, shall be responsible for any modifications to the rooftop, risers, utility areas or other facilities or portions of the Building which may be necessary to accommodate the Rooftop Equipment.

(d) It is expressly understood that Landlord retains the right to use the roof of the Building for any purpose whatsoever; provided, however, Landlord agrees not to use, and not to grant any rights to third parties to use the roof for any purpose (other than in connection with Building operation and/or maintenance issues) which would interfere with Tenant’s rooftop use as permitted pursuant to the provisions of this Section 33 or would adversely affect Tenant’s use of or occupancy of Premises.

(e) For the purposes of determining Tenant’s obligations with respect to its use of the roof of the Building herein provided, all of the provisions of the Lease relating to compliance with requirements as to insurance, indemnity, and compliance with Laws shall apply to the installation, use and maintenance of the Rooftop Equipment. Landlord shall not have any obligations with respect to the Rooftop Equipment. Landlord makes no representation that the Rooftop Equipment will function properly and Tenant agrees that Landlord shall not be liable to Tenant therefor.

(f) Tenant shall (a) be solely responsible for any damage caused as a result of the Rooftop Equipment, (b) promptly pay any tax, license or permit fees charged pursuant to any laws in connection with the installation, maintenance or use of the Rooftop Equipment and comply with all laws pertaining to the use of the Rooftop Equipment, and (c) pay for all necessary repairs, replacements to or maintenance of the Rooftop Equipment.

(g) The installation of the Rooftop Equipment shall constitute alterations and shall be performed in accordance with and subject to all applicable provisions of the Lease and the Master Lease, including, without limitation, Tenant’s obligation to obtain Landlord’s prior consent to the size and other specifications of the Rooftop Equipment, which consent shall not be unreasonably withheld, conditioned or delayed. All Rooftop Equipment installed by the Tenant shall remain the personal property of the Tenant and shall be removed by the Tenant at the expiration or earlier termination of the Term (unless otherwise agreed to by the parties in writing.)

33.5 Design Considerations.

(a) All Rooftop Equipment shall be properly screened from view for aesthetic reasons, and must not be visible from street level.

(b) The Antenna may not protrude above a height equal to the highest point of the Building structure.

(c) Tenant, at Tenant’s sole cost and expense, shall install and maintain such fencing and other protective equipment and/or visual screening on or about the Rooftop Equipment as Landlord may reasonably determine.

(d) The Rooftop Equipment shall be clearly marked to show the name, address, telephone number of the person to contact in case of emergency.

(e) The Rooftop Equipment must be properly secured and installed so as not to be affected by high winds or other elements.

(f) The weight of the Rooftop Equipment shall not exceed the load limits of the Building.

33.6 Compliance with Laws. Tenant’s rights set forth in this Section 33 shall be subject to all applicable Laws, including, without limitation, zoning rules, health and safety rules (including OSHA requirements), and applicable building and fire codes, including any required conditional use permit. Landlord makes no representation that any such Laws permit such installation and operation, and Tenant shall be solely responsible to determine the feasibility and legality of installing the Rooftop Equipment. Without limiting the generality of the foregoing, if any testing, sampling or disclosures relating to rooftop equipment at the Building are required to satisfy OSHA or other governmental agencies (including for radio frequency [RF] or electromagnetic field [EMF] emissions),

Tenant shall pay the costs of any such required tests and studies. Landlord shall have no liability or responsibility for the maintenance or compliance with laws of any towers, antennas or structures, including, without limitation, compliance with Part 17 of the Federal Communications Commissions’ Rules.

33.7 No Interference. The Rooftop Equipment and operations shall comply with all non- interference rules of the Federal Communications Commission (“FCC”). Upon receipt of written notice of apparent interference by Tenant, Tenant shall have the responsibility to promptly terminate such interference or to demonstrate with competent information that the apparent interference in fact is not caused by Tenant’s Rooftop Equipment or operations. In no event shall Landlord have any liability with respect to interference with Tenant’s operations or any loss of business or profits in connection with the termination of Tenant’s rights pursuant to this Section 33.

33.8 In no event shall the Antenna or any Connecting Equipment damage or adversely affect or interfere with the normal operation of the Building (including, but not limited to mechanical, electrical, life-safety, structural systems, window washing or other maintenance functions of the Building). In addition to and without limiting Tenant’s other indemnification obligations pursuant to this Sublease, Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, costs, damages, expenses and liabilities (including reasonable attorneys’ fees) arising out of Tenant’s failure to comply with the provisions of this Section 33, provided that Tenant’s indemnification obligation hereunder shall not apply to the extent same is caused by the gross negligence or willful misconduct of Landlord or its employees, agents or contractors. Should the use of the Rooftop Equipment by Tenant interfere with systems of the Building or telecommunications systems of any occupant of a property in the vicinity of the Building, Tenant shall make such adjustments to the Rooftop Equipment or its related equipment as may be reasonably required by Landlord.

33.9 Access. Subject to the terms of this Section 33, Tenant shall have the right to access its Rooftop Equipment twenty four (24) hours a day, seven (7) days per week. In exercising its right of access to the roof, Tenant agrees to cooperate and comply with any reasonable security procedures, access requirements and rules and regulations utilized by Landlord for the Building.

33.10 Costs. Tenant shall be solely responsible for and shall pay all costs, expenses and taxes incurred in connection with the ownership, installation, operation, maintenance, use and removal of the Rooftop Equipment and the appurtenant equipment located in or on the Building.

33.11 Removal and Restoration. Upon the expiration or earlier termination of the Lease, the Antenna and the Connecting Equipment shall be removed from the Building by Tenant, at Tenant’s sole cost and expense, and Tenant shall pay to repair any damage caused by such removal. If Tenant fails to remove the Antenna (if requested by Landlord to be removed) and any related Connecting Equipment (to the extent applicable) and repair the Building upon the expiration or earlier termination of the Lease, Landlord, upon thirty (30) days’ written notice to Tenant, may do so at Tenant’s expense. The provisions of this Section 33 shall survive the expiration or earlier termination of the Lease.

33.12 Termination. Landlord shall have the right to terminate this Section 33 and the rights of Tenant hereunder (i) upon three (3) months prior written notice in the event Landlord determines that due to a change of use or any redevelopment of the Building, the Rooftop Equipment can no longer be operated (provided that any election to terminate in such event shall be made on a nondiscriminatory basis); or (ii) Tenant’s use unreasonably interferes with an essential building system or function, which interference cannot be remedied; or (iii) the operation of the Rooftop Equipment interferes with the

equipment or operations of the Building or any occupant of any property in the vicinity of the Building. This Section 33 shall also terminate upon any destruction or condemnation affecting the use or operation of the Rooftop Equipment hereunder, unless otherwise agreed in writing by Landlord and Tenant. If this Section 33 is terminated as set forth herein, Tenant shall remain responsible for removing Tenant’s Rooftop Equipment and restoring the Building in accordance with the terms of this Section 33.

33.13 Default. If any of the conditions set forth in this Section 33 are not complied with by Tenant, then such failure shall constitute a default by Tenant under the Lease.

34. No Access Rights at Rear of Building. Tenant acknowledges and agrees that (a) there are no current access rights or easement rights that provide Landlord or any tenants of the Building the right to access Stanford Street through the rear of the Building and (b) Tenant shall not access (and shall use commercially reasonable efforts to not permit any of its respective officers, directors, partners, shareholders, members and employees to access) Stanford Street across the properties located to the Northeast of the Building (other than the public sidewalk).

35. California Energy Use Disclosure. Tenant and Landlord acknowledge and agree that Landlord may be required to comply with California AB 802 Nonresidential Building Energy Use Disclosure Program by providing Tenant with an Energy Review of the Premises prior to the Commencement Date. In the event Landlord is unable to obtain the Energy Review prior to the Commencement Date, Landlord shall provide Tenant with copies of the various utility bills and charges associated with the Premises that are available to Landlord, including the energy usage of the Premises, and Landlord shall provide the Energy Review to Tenant promptly upon such Energy Review becoming available. Tenant acknowledges and agrees that (i) Landlord makes no representation or warranty regarding the energy performance of the Building or the accuracy or completeness of any energy disclosure information (“Energy Disclosure Information”) provided to Tenant, (ii) that the Building is currently vacant and unoccupied and that the Energy Disclosure Information is for a period prior to the Commencement Date in which the Building has been vacant and unoccupied, and that the energy performance of the Building may vary depending on future occupancy and/or use of the Building, and (iii) Landlord shall have no liability to Tenant for any errors or omissions in the Energy Disclosure Information. If and to the extent not prohibited by applicable Laws, Tenant hereby waives any right Tenant may have to receive the Energy Disclosure Information, including, without limitation, any right Tenant may have to terminate this Lease as a result of Landlord’s failure to disclose such information. Further, Tenant hereby releases Landlord from any and all losses, costs, damages, expenses and/or liabilities relating to, arising out of and/or resulting from the Energy Disclosure Requirements, including, without limitation, any liabilities arising as a result of Landlord’s failure to disclose the Energy Disclosure Information to Tenant prior to the execution of this Lease. Tenant’s acknowledgment of the AS-IS condition of the Premises pursuant to the terms of this Lease shall be deemed to include the energy performance of the Building. Tenant further acknowledges that pursuant to the requirements of the Energy Use Disclosure Program, Landlord may be required in the future to disclose information concerning Tenant’s energy usage to certain third parties, including, without limitation, prospective purchasers, lenders and tenants of the Building (the “Tenant Energy Use Disclosure”). Tenant hereby (A) consents to all such Tenant Energy Use Disclosures, and (B) acknowledges that Landlord shall not be required to notify Tenant of any Tenant Energy Use Disclosure. Further, Tenant hereby releases Landlord from any and all Claims relating to, arising out of and/or resulting from any Tenant Energy Use Disclosure. The terms of this Section 35 shall survive the expiration or earlier termination of this Lease.

///signatures on following page///

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date first written above.


LANDLORD:

SOMA HUB LLC,
a California limited liability company

By:			/s/ Allan Young
Name:			Allan Young
Title:			Managing Member, SOMA Hub LLC

TENANT:

USER TESTING, INC.,
a California corporation

By:			/s/ Tien Anh Nguyen
Name:			Tien Anh Nguyen
Title:			CFO

By:			/s/ Andy MacMillan
Name:			Andy MacMillan
Title:			CEO

EXHIBIT A

MASTER LEASE

[To Be Attached]

LEASE AGREEMENT

NORTHSHORE RESOURCES V LP,

AS LANDLORD

AND

SOMA HUB LLC,
AS TENANT

144 TOWNSEND, SAN FRANCISCO, CALIFORNIA

TABLE OF CONTENTS


Page
ARTICLE 1 LEASE OF PREMISES AND LEASE TERM			7
1.1 Premises			7
1.2 Term; Commencement			7
1.3 Extension of Term			7
1.4 Selection of Fair Market Basic Rent			7
1.5 Quiet Enjoyment			8
1.6 Landlord’s Covenants			8
ARTICLE 2 RENTAL AND OTHER PAYMENTS			9
2.1 Basic Rent			9
2.2 Additional Rent			9
2.3 Delinquent Rental Payments			9
2.4 No Accord and Satisfaction			10
ARTICLE 3 INSURANCE EXPENSES AND PROPERTY TAXES			10
3.1 Payment of Excess Insurance Expenses			10
3.2 Estimation of Excess Insurance Expenses			10
3.3 Payment of Estimated Insurance Expenses			11
3.4 Confirmation of Excess Insurance Expenses			11
3.5 Tenant’s Inspection Rights			11
3.6 Personal Property Taxes			12
3.7 Property Taxes			12
ARTICLE 4 TENANT’S USE			12
4.1 Permitted Use			12
4.2 Acceptance of Premises			12
ARTICLE 5 HAZARDOUS MATERIALS			13
5.1 Compliance with Hazardous Materials Laws			13
5.2 Notice of Actions			13
5.3 Hazardous Materials indemnification			13
ARTICLE 6 SERVICES AND UTILITIES			14
ARTICLE 7 MAINTENANCE AND REPAIR			15
7.1 Landlord’s Obligations			15
7.2 Tenant’s Obligations.			15
7.3 Tenant’s Right to Self-Help			16
ARTICLE 8 ALTERATIONS			16
8.1 Landlord Approval			16
8.2 Tenant Responsible for Cost and Insurance			17
8.3 Construction Obligations; Ownership of Alterations			17
8.4 Liens			17
8.5 Indemnification			18
8.6 Alterations Required by Laws			18
8.7 Tenant’s Personal Property and Waiver of Landlord’s Lien			19


ARTICLE 9 RIGHTS RESERVED			19
9.1 Landlord’s Entry			19
9.2 Right to Cure by Landlord			19
ARTICLE 10 INSURANCE			19
10.1 Tenant’s Insurance			19
10.2 Landlord’s Insurance			20
10.3 Waivers and Releases of Claims and Subrogation.			22
10.4 No Limitation			22
10.5 Tenant Indemnity			23
ARTICLE 11 DAMAGE OR DESTRUCTION			23
11.1 Reparable Damage			23
11.2 Irreparable Damage			23
11.3 Intentionally Deleted.			23
11.4 Repair and Restore			23
11.5 Termination of Lease			24
11.6 Damage During Last Year of Lease Term			24
11.7 Waiver of Statutory Provisions			24
11.8 Notice to Landlord			25
11.9 Uninsured or Under-insured Casualty			25
ARTICLE 12 EMINENT DOMAIN			25
12.1 Termination of Lease			25
12.2 Landlord’s Repair Obligations			25
12.3 Tenant’s Participation			26
12.4 Exclusive Taking Remedy			26
12.5 Caltrain Use			26
ARTICLE 13 TRANSFERS			26
13.1 Restriction on Transfers			26
13.2 Form of Landlord’s Consent; Costs			27
13.3 Landlord’s Consent Standards			28
13.4 Permitted Transfers			27
ARTICLE 14 DEFAULTS; REMEDIES			27
14.1 Events of Default			27
14.2 Remedies			28
14.3 Waiver of Redemption			29
14.4 Waiver of Redemption			30
14.5 Landlord’s Default			30
14.6 No Waiver			30
ARTICLE 15 CREDITORS; ESTOPPEL CERTIFICATES			30
15.1 Subordination			30
15.2 Attornment			30
15.3 Mortgagee Protection Clause			30


15.4 Estoppel Certificates.			31
ARTICLE 16 SURRENDER; HOLDING OVER			31
16.1 Surrender of Premises			31
16.2 Holding Over			32
ARTICLE 17 INITIAL IMPROVEMENTS			32
ARTICLE 18 ADDITIONAL PROVISIONS			32
18.1 Security Deposit.			32
18.2 Signage			32
18.3 [Intentionally Deleted.]			32
18.4 Notice of Investment Opportunities			33
18.5 No Access Rights at Rear of Premises			33
18.6 Increase In Rentable Square Feet			33
18.7 Letter of Credit.			33
ARTICLE 19 MISCELLANEOUS PROVISIONS			33
19.1 Notices			33
19.2 Transfer of Landlord’s Interest			33
19.3 Successors			33
19.4 Captions and Interpretation			33
19.5 Relationship of Parties			34
19.6 Entire Agreement; Amendment			34
19.7 Severability			34
19.8 Landlord’s Limited Liability			34
19.9 Survival			34
19.10 Attorneys’ Fees			34
19.11 Brokers			34
19.12 Chance Events			34
19.13 Governing Law			35
19.14 Time is of the Essence			35
19.15 Joint and Several Liability			35
19.16 Independent Obligations			35
19.17 Authority			35
19.18 Force Majeure			35
19.19 Management			35
19.20 Financial Statements			35
19.21 No Recording			36
19.22 CASP Disclosure			36
19.23 Nondisclosure of Lease Terms			36
19.24 Construction of Lease and Terms			36
19.25 Rooftop Rights			36


EXHIBITS
EXHIBIT “A”			DEFINITIONS
EXHIBIT “B”			LEGAL DESCRIPTION OF THE LAND
EXHIBIT “C”			WORK LETTER
EXHIBIT “D”			COMMENCEMENT DATE MEMORANDUM
EXHIBIT “E”			FORM OF LANDLORD’S CONSENT TO SUBLEASE
EXHIBIT “F”			LETTER OF CREDIT
EXHIBIT “G”			PERMITTED ENCUMBRANCES

LEASE AGREEMENT

This Lease Agreement is made and entered into as of the latest date this Lease is signed and delivered by Landlord or Tenant as indicated on the signature page of this Lease (the “Effective Date”) by and between NORTHSHORE RESOURCES V LP, a California limited partnership, as Landlord, and SOMA HUB LLC, a California limited liability company, as Tenant.

DEFINITIONS

Capitalized terms used in this Lease and not defined elsewhere have the meanings given them on the attached EXHIBIT “A,” which is incorporated herein by reference.

BASIC TERMS

The following Basic Terms are applied under and governed by the particular section(s) in this Lease pertaining to the following information:


1. Premises (Section 1.1)			The Land (as defined in Exhibit A) and the Building (as defined in Exhibit A) and all improvements located on the Land, which Land and Building are commonly known by the street address of 144 Townsend Street, San Francisco, California.
2. Term:			Two Hundred Forty (240) full calendar months from the Commencement Date, subject to extension pursuant to Section 1.3 of the Lease.
(Section 1.2)

Extension Period: (Section 1.3)			One (1) period of five (5) years.

3. Basic Rent: (Section 2.1)			Months Monthly Basic Rent

4. Permitted Use: (Section 4.1)			General office and/or retail use, including, without limitation, restaurant, storage, parking and other retail uses (the “Permitted Use”).

5. Security Deposit: (Section 18.1)

6. Letter of Credit: (Section 18.7 and Exhibit “F”)

7. Rent Payment Address and Address of Landlord for Notices: (Section 19.1)			[***]

8. Address of Tenant for Notices:			[***]
(Section 19.1)

9. Broker(s): (Section 19.11)			[***]

ARTICLE 1
LEASE OF PREMISES AND LEASE TERM

1.1 Premises. In consideration of the covenants and agreements set forth in this Lease and other good and valuable consideration, Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, upon and subject to the terms and conditions set forth in this Lease. Except for Landlord’s rights to enter onto or into the Premises as provided in Section 9.1, Tenant’s lease of the Premises shall include, without limitation, the exclusive right to use for the Term (as the same may be extended), (i) all rights, easements, and appurtenance belonging or appertaining to the Land, and (ii) all right, title and interest of Landlord in and to any and all roads, streets, alleys and ways bounding the Premises.

1.2 Term; Commencement. The Term of this Lease is the period stated in the Basic Terms. The Term commences on the Commencement Date and expires at 11:59 p.m. on the last day of the last calendar month of the Term. Landlord will tender possession of the Premises, vacant and unoccupied, to Tenant upon the day a fully executed original or copy of this Lease is delivered by Landlord to Tenant. Promptly after the Commencement Date, Landlord and Tenant will execute a “Commencement Date Memorandum” in substantially the form of EXHIBIT “D” to this Lease.

1.3 Extension of Term. Provided that no Event of Default (as defined in Section 14.1 below) exists at the time of Tenant’s exercise, Tenant may extend the Term of this Lease for one (1) period of five (5) years (the “Extension”). If Tenant elects, in Tenant’s sole discretion, to exercise the Extension, Tenant shall exercise such right of Extension by delivering written notice (“Tenant’s Election Notice”) of Tenant’s exercise not later than three hundred sixty five (365) days prior to the expiration of the Term. The Extension will be on the same terms, covenants and conditions as in this Lease, other than the Basic Rent. [***]. On each anniversary of the first day of the Extension that occurs during the Extension (as applicable, an “Adjustment Date”), monthly Basic Rent for the one (1) year period following such applicable Adjustment Date shall increase by an amount equal to the product of [***] multiplied by the monthly Basic Rent for the period prior to the Adjustment Date. The extension rights are personal to Tenant and may not be assigned or transferred in any manner except in connection with a Permitted Transfer or to an Affiliate in accordance with Section 13.4 of this Lease.

1.4 Selection of Fair Market Basic Rent. On or prior to the later of (a) sixty (60) days following Tenant’s delivery of Tenant’s Election Notice or (b) three hundred sixty-five (365) days prior to the expiration of the Term, Landlord shall deliver to Tenant notice of Landlord’s reasonable, good faith estimate of the Fair Market Basic Rent for the Premises for the first year of the Extension (“Landlord’s FMBR Determination”); provided, however, if Tenant delivers Tenant’s Election Notice prior to four hundred fifty (450) days prior to the expiration of the Term, Landlord shall not be obligated to deliver Landlord’s FMBR Determination to Tenant prior to the date that is three hundred ninety (390) days prior to the expiration of the Term. If Tenant disputes Landlord’s determination of Fair Market Basic Rent for the first year of the Extension as set forth in Landlord’s FMBR Determination, Tenant will deliver notice of such dispute (“Tenant’s Dispute Notice”), together with Tenant’s proposed Fair Market Basic Rent for the first year of the Extension, to Landlord within thirty (30) days of Tenant’s receipt of Landlord’s FMBR Determination. If Tenant fails to deliver a Tenant’s Dispute Notice within such thirty (30) day period, Tenant shall be deemed to have agreed to the Fair Market Basic Rent set forth in Landlord’s FMBR Determination. The parties will then attempt in good faith to agree upon the Fair Market Basic Rent for the first year of the Extension. If the parties fail to agree within fifteen (15) days following Tenant’s delivery of Tenant’s Dispute Notice, then either party shall be entitled to give notice to the other electing to have the Fair Market Basic Rent for the first year of the Extension selected by a competent and

impartial licensed real estate broker (hereinafter “broker”) with at least ten (10) years’ full-time commercial real estate experience in the South of Market area of San Francisco to set the Fair Market Basic Rent for the first year of the Extension, as set forth in this Section 1.4. If either Landlord or Tenant does not appoint a broker within twenty (20) days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and shall set the Fair Market Basic Rent for the first year of the Extension. If two (2) brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Fair Market Basic Rent for the first year of the Extension. If the two (2) brokers are unable to agree within ten (10) days after the second broker has been appointed, they shall attempt to select a third broker, meeting the qualifications stated in this paragraph within ten (10) days after the last day the two (2) brokers are given to set the Fair Market Basic Rent for the first year of the Extension. If the two (2) brokers are unable to agree on a third broker, either Landlord or Tenant by giving ten (10) days’ written notice to the other party, can apply to the Presiding Judge of the Superior Court of the County of San Francisco for the selection of a third broker who meets the qualifications stated in this Paragraph. Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, however selected, shall be a person who has not previously acted in any capacity for either Landlord or Tenant. Within fifteen (15) days after the selection of the third broker, the third broker shall select one of the two Fair Market Basic Rents set forth in Landlord’s FMBR Determination and Tenant’s Dispute Notice as the Fair Market Basic Rent for the first year of the Extension. If either of the first two brokers fails to submit their opinion of the Fair Market Basic Rent within the time frame set forth above, then the single Fair Market Basic Rent submitted shall automatically be the Fair Market Basic Rent for the first year of the Extension. Landlord and Tenant shall promptly execute and deliver an amendment to this Lease reflecting the exercise of the Extension on the terms herein provided. Upon exercise of such Extension by Tenant, the Term shall automatically be extended for such additional five (5) years upon the same terms, covenants and conditions of this Lease except that Tenant shall not be entitled to any further options to extend the Term and the Basic Rent shall be adjusted as provided herein. If Tenant fails to give notice of the exercise of the Extension within the foregoing required notice period, Tenant shall be deemed to have not elected to extend the Term for the Extension.

1.5 Quiet Enjoyment. So long as Tenant pays all Rent as and when due and keeps, observes and fully satisfies all other covenants, obligations and agreements of Tenant under this Lease, Landlord covenants and agrees to maintain for the benefit of Tenant, the quiet and peaceful possession and enjoyment of the Premises and ail rights appurtenant thereto, from and after the Commencement Date, and subject to the terms and conditions of this Lease, free from molestation or hindrance by Landlord or any other person claiming title to the Premises or any part thereof, and Landlord shall defend Tenant’s interest under this Lease against the claims of any and all persons.

1.6 Landlord’s Covenants. Landlord hereby represents and warrants to Tenant that as of the Effective Date and the Commencement Date: (a) Landlord is the sole owner of the Premises and has the full right and authority to make and execute this Lease and that, to Landlord’s actual knowledge (without duty of inquiry or investigation), the Premises are free and clear of and from all liens, restrictions, leases, encumbrances or title restrictions which would materially and adversely restrict or prevent Tenant’s use of the Premises; (b) Landlord possesses full power and authority to deal with the Premises in all respects and no other party has any right or option thereto or in connection therewith; (c) to Landlord’s actual knowledge (without any duty of inquiry or investigation) there are no easements, covenants, conditions, restrictions, rights-of-way, governmental rules, statutes, ordinances, moratoria, policies or plans which would prohibit or interfere with the construction or operation of the Initial Improvements upon the Premises; (d) except as provided in Section 12.5 of this Lease, there are no pending condemnation proceedings or other governmental, municipal, administrative or judicial proceedings affecting the

Premises that Landlord has received written notice of or, to Landlord’s actual knowledge (with no duty of inquiry or investigation), there are no threatened condemnation proceedings or other governmental, municipal, administrative or judicial proceedings affecting the Premises; (e) except as provided in Section 12.5, there are no pending legal proceedings affecting the Premises that Landlord has received written notice of or, to Landlord’s actual knowledge (without any duty of inquiry or investigation), there are no threatened actions or legal proceedings affecting the Premises; (Oto Landlord’s actual knowledge (without any duty of inquiry or investigation), there are no unpaid special assessments for sewer, sidewalk, water, paving, gas, electrical or power improvements or other capital expenditures or improvements, matured or unmatured, affecting the Premises; (g) this Lease and the consummation of the transaction contemplated in this Lease are the valid and binding obligations of Landlord and do not constitute a default (or an event which, with the giving of notice or the passage of time, or both, would constitute a default) under, nor are they inconsistent with, any contract to which Landlord is party or by which it is bound, including, but not limited to, the Permitted Encumbrances; (h) there are no outstanding written notices that Landlord has received with respect to any violations of any applicable Laws with respect to the Premises; (i) except for the partnership agreement related to the partnership of Landlord, Landlord is not obligated upon any contract, lease, or agreement, whether written or oral, with respect to the ownership, use, operation, or maintenance of the Premises other than the Permitted Encumbrances; and (j) Landlord shall promptly notify Tenant if at any time prior to the Commencement Date, any of the foregoing representations and warranties in this Section 1.6 become untrue or incorrect.

ARTICLE 2
RENTAL AND OTHER PAYMENTS

2.1 Basic Rent. Tenant will pay Basic Rent in monthly installments to Landlord, in advance, beginning on the Commencement Date and thereafter on the first day of each and every calendar month during the Term; provided, however, notwithstanding the foregoing, Tenant shall not be obligated to pay Basic Rent pursuant to this Lease for the first [***] months of the Term commencing on the Commencement Date (the “Free Rent Basic Rent Period”), as set forth more particularly in Item 3 of the Basic Terms. Tenant will make all Basic Rent payments to the Rent Payment Address specified in the Basic Terms or at such other place or in such other manner as Landlord may from time to time designate In writing. Except as otherwise expressly provided herein, Tenant will make all Basic Rent payments without offset or deduction and without any previous demand, invoice or notice for payment. Landlord will prorate, on a per diem basis, Basic Rent for any partial month within the Term, based on the number of days in such month.

2.2 Additional Rent. Article 3 of this Lease requires Tenant to pay Excess Insurance Expenses as Additional Rent pursuant to estimates Landlord delivers to Tenant. Except as otherwise expressly provided herein, Tenant will make all such payments in accordance with Section 3.3 without offset or deduction and, except as otherwise provided in Article 3, without any previous demand, invoice or notice for payment. Tenant will pay all other Additional Rent described in this Lease within thirty (30) days after receiving Landlord’s invoice for such Additional Rent. Tenant will make all Additional Rent payments to the same location and, except as described in the previous sentence, in the same manner as Basic Rent payments.

2.3 Delinquent Rental Payments. If Landlord does not receive any payment of Basic Rent or Additional Rent within five (5) days after the date the payment is due, Tenant will pay Landlord a late payment charge equal to three (3) percent of the amount of the delinquent payment. Notwithstanding the foregoing, Tenant will not be assessed the late payment charge on the first late payment in any calendar year of the Term if that payment is made within five (5) days after Tenant’s receipt of notice of

nonpayment from Landlord. Further, if Landlord does not receive any payment of Basic Rent or Additional Rent within thirty (30) days after the date the payment is due, Tenant will pay Landlord interest on the delinquent payment calculated at the Maximum Rate from the date the payment is due through the date the payment is received by Landlord. The parties agree that such amounts represent a fair and reasonable estimate of the damages Landlord will incur by reason of such late payment. Such charges and interest will be considered Additional Rent and Landlord’s right to such compensation for the delinquency is in addition to all of Landlord’s other rights and remedies under this Lease, at law or in equity.

2.4 No Accord and Satisfaction. No statement on a payment check from Tenant or in a letter accompanying a payment check is binding on Landlord. Landlord may, with or without notice to Tenant, negotiate such check without being bound to the conditions of any such statement. No acceptance by Landlord of full or partial Rent during the continuance of any breach or default by Tenant constitutes a waiver of any such breach or default. If Tenant pays any amount other than the actual amount due Landlord, receipt or collection of such partial payment does not constitute an accord and satisfaction. Landlord may retain any such partial payment, whether restrictively endorsed or otherwise, without prejudice to Landlord’s right to collect the balance properly due. If all or any portion of any payment is dishonored for any reason, payment will not be deemed made until the entire amount due is actually collected by Landlord. The foregoing provisions apply in kind to the receipt or collection of any amount by a lock box agent or other person on Landlord’s behalf.

ARTICLE 3
INSURANCE EXPENSES AND PROPERTY TAXES

3.1 Payment of Excess Insurance Expenses. Commencing on [***] Tenant will pay, as Additional Rent and in the manner this Article 3 describes, Excess Insurance Expenses for each calendar year of the Term. If the Term includes any partial calendar years, or Tenant is otherwise required under this Lease to pay Excess Insurance Expenses for only part of a full calendar year during the Term, Landlord will appropriately prorate Excess Insurance Expenses for such partial calendar year on a per diem basis based on the number of days within such partial calendar year.

3.2 Estimation of Excess Insurance Expenses. On or prior to [***] and thereafter on or prior to July 1st of each calendar year of the Term, Landlord will use commercially reasonable efforts deliver to Tenant a reasonably detailed written estimate of Estimated Insurance Expenses for the next succeeding Expense Year of the Term following the expiration of the Base Year, which notice shall include details regarding Landlord’s estimate of the following: (a) Insurance Expenses, (b) Excess Insurance Expenses and (c)the annual and monthly Additional Rent attributable to Tenant’s payment of Excess Insurance Expenses; provided, however, that on or prior to [***] Landlord shall also deliver to Tenant notice of the amount of Base Year Insurance Expenses, together with copies of invoices evidencing the premiums paid and, if requested by Tenant, copies of insurance policies obtained by Landlord for the Base Year (and any successive year during the Term). In addition, for purposes of calculating the amount of Excess Insurance Expenses payable by Tenant hereunder, Base Year Insurance Expenses shall be “grossed up” to include the amount of Insurance Expenses that would been incurred if the Initial Improvements had been completed as of [***]. Notwithstanding anything to the contrary contained herein, if, subsequent to the Base Year, additional or increased premiums for Insurance Expenses are incurred by Landlord due to increased or additional insurance policies or coverages that were not included in Base Year Insurance Expenses, then for purposes of calculating the amount of “Excess Insurance Expenses” due in any such year subsequent to the Base Year, the amount of Base Year Insurance Expenses shall be further “grossed up” to include the estimated amount of such additional costs

that would have been Incurred during the Base Year as if such increased limits or additional coverages were procured during the Base Year; provided, however, notwithstanding anything to the contrary contained herein, if Landlord elects to procure and maintain earthquake insurance for the Premises, Tenant shall not be liable for (and Excess Insurance Expenses in any Expense Year that Landlord maintains such earthquake insurance shall not include) any portion of the cost of premiums for such earthquake insurance. To clarify the foregoing, Base Year Insurance Expenses shall include the Initial Improvements and any subsequent improvements made to the Premises or any portion thereof so that Tenant (or any subtenant) may initially occupy the Premises or any portion thereof, even if such improvements are made after the end of the Base Year; provided, however, (a) the Base Year Insurance Expenses for improvements made after the end of the Base Year shall be calculated based on the applicable insurance rates for the Base Year and (b) any increases in Insurance Expenses that result from any Alteration or improvement or alteration to space within the Premises that has been occupied by Tenant or any subtenant shall not be included in Base Year Insurance Expenses.

3.3 Payment of Estimated Insurance Expenses. Tenant will pay the Estimated insurance Expenses under Section 3.2 in equal monthly installments, in advance, beginning on [***] and thereafter on the first day of each and every calendar month during the Term. “If Landlord has not delivered a new estimate of Estimated Insurance Expenses to Tenant by the first day of September of the applicable Expense Year, Tenant will continue paying Estimated Insurance Expenses based on Landlord’s estimates for the previous Expense Year. On or prior to the later of (i) the first day of the next calendar month; or (ii) twenty (20) days following Tenant’s receipt of Landlord’s notice of Estimated Insurance Expenses for the current Expense Year, Tenant will pay the amount of Estimated Insurance Expenses set forth in Landlord’s notice for such Expense Year (less amounts Tenant paid to Landlord in accordance with the immediately preceding sentence) in equal monthly installments over the balance of such Expense Year, with the number of installments being equal to the number of full calendar months remaining in such Expense Year.

3.4 Confirmation of Excess Insurance Expenses. After the end of each Expense Year within the Term, Landlord will determine the actual amount of Excess Insurance Expenses owed by Tenant for the expired Expense Year and will deliver to Tenant a written reasonably detailed statement of such amount {Including copies of invoices evidencing payments made by Landlord, calculations relating to any “gross up” of Base Year Insurance Expenses and, if requested by Tenant, copies of any underlying policies) on or prior to December 31st of each Expense Year. If Tenant paid less than the amount of Excess Insurance Expenses specified in the statement, Tenant will pay the difference to Landlord as Additional Rent within thirty (30) days after Landlord’s delivery of such statement. If Tenant paid more than the amount of Excess Insurance Expenses specified in the statement, Landlord will, at Landlord’s option, either (a) refund the excess amount to Tenant within thirty (30) days after Landlord’s delivery of such statement, or (b) credit the excess amount against Tenant’s next due monthly installment or installments of estimated Additional Rent. If Landlord is delayed in delivering such statement to Tenant, such delay does not constitute a waiver of either party’s rights under this Section. Notwithstanding the foregoing, Tenant shall not be responsible for any such Excess Insurance Expenses attributable to any year which is first billed to Tenant more than one (1) calendar year after the date of expiration of the Expense Year in which such amount was incurred.

3.5 Tenant’s Inspection Rights. If Tenant desires to inspect Landlord’s determination of the actual amount of Excess Insurance Expenses for any Expense Year, Tenant must deliver to Landlord written notice of Tenant’s election to inspect within one (1) year after Landlord’s delivery of the statement of such amount under Section 3.4. If such notice is timely delivered, Landlord will promptly provide to Tenant copies of invoices for the Insurance Expenses and back-up and documentation

evidencing Landlord’s calculation of the amount of Excess Insurance Expenses owed by Tenant for such Expense Year and copies of any insurance policies and any other information reasonably requested by Tenant. If the inspection shows that the amount Landlord charged Tenant for Excess Insurance Expenses was greater than the amount this Article 3 obligates Tenant to pay, unless Landlord reasonably contests such determination, Landlord will refund the excess amount to Tenant, together with interest on the excess amount (computed at 10% per annum from the date Tenant delivers its dispute notice to Landlord), within thirty (30) days after Landlord receives Tenant’s dispute notice. If the inspection shows that the amount Landlord charged Tenant for Excess Insurance Expenses was less than the amount this Article 3 obligates Tenant to pay, Tenant will pay to Landlord, as Additional Rent, the difference between the amount Tenant paid and the amount so determined. Pending resolution of any audit under this Section 3.5, Tenant will continue to pay to Landlord the Estimated Insurance Expenses in accordance with Section 3.3.

3.6 Personal Property Taxes. Tenant will pay, prior to delinquency, all taxes charged against Tenant’s Personal Property. Tenant will use all reasonable efforts to have Tenant’s Personal Property taxed separately from the Premises.

3.7 Property Taxes. Landlord shall be solely responsible for and shall pay, prior to delinquency, all Property Taxes during the Term of the Lease. In the event Landlord fails to pay the Property Taxes, Tenant may, but does not have the obligation to, pay the Property Taxes, and Landlord shall reimburse Tenant upon demand for such payment. If Landlord fails to reimburse Tenant for payment of the Property Taxes, Tenant shall have the right to offset the amount of Property Taxes paid against Rent next due.

ARTICLE 4
TENANT’S USE

4.1 Permitted Use. Tenant will use the Premises for the Permitted Use and may not use the Premises for any other purpose without Landlord’s prior written consent, which consent may be withheld in Landlord’s sole and absolute discretion. Tenant will not conduct such Permitted Use, or allow such Permitted Use to be conducted, in violation of any Laws or Permitted Encumbrances or in any manner that would (a) violate Tenant’s certificate of occupancy affecting the Premises; (b) violate, invalidate or cause a loss of coverage under any insurance now or after the Effective Date in force with respect to the Premises; or (c) cause injury or damage to the Premises. Tenant will not commit any nuisance or waste in, on or about the Premises. Tenant will obtain and maintain, at Tenant’s sole cost and expense, all permits and approvals required under the Laws and Permitted Encumbrances for Tenant’s use of the Premises. This Lease is subject to all applicable Laws and the Permitted Encumbrances.

4.2 Acceptance of Premises. Tenant acknowledges that, except as otherwise expressly provided herein, neither Landlord nor any agent, contractor or employee of Landlord has made any representation or warranty of any kind with respect to the Premises or the Building, specifically including, but not limited to, any representation or warranty of suitability or fitness of the Premises or the Building for any particular purpose, and Tenant’s acceptance and occupancy of the Premises conclusively establishes Tenant’s acceptance of the Premises, the Building and the Premises in an “AS IS - WHERE IS” condition, subject to Landlord’s repair and maintenance and other obligations hereunder. As provided, herein, as consideration for the amount of Basic Rent payable hereunder, Tenant shall (a) cause the Premises to comply with applicable Laws, if and only to the extent required in connection with the Initial Improvements or as otherwise expressly provided in Section 8.6, (b) make all improvements and renovations for Tenant’s use and occupancy of the Premises for the Permitted Use at Tenant’s sole cost

and expense, without any reimbursement from Landlord and (c) cause a new roof to be installed to the Building as part of the Initial Improvements, as provided herein.

ARTICLE 5
HAZARDOUS MATERIALS

5.1 Compliance with Hazardous Materials Laws. Tenant will not use or cause any Hazardous Materials to be brought upon the Premises in a manner or for any purpose that violates any Hazardous Materials Laws. Tenant, at its sole cost and expense, will comply with all Hazardous Materials Laws related to Tenant’s use of the Premises. On or before the expiration or earlier termination of this Lease, Tenant will completely remove from the Premises, in compliance with all Hazardous Materials Laws and at Tenant’s sole cost and expense, all Hazardous Materials brought onto the Premises by Tenant. Upon Landlord’s written request, Tenant will promptly deliver to Landlord documentation reasonably acceptable to Landlord disclosing the nature and quantity of any Hazardous Materials Tenant has located at the Premises and evidencing the legal and proper handling, storage and disposal of all Hazardous Materials kept at or to be removed from the Premises by Tenant. All such documentation will list Tenant or its agent as the responsible party and will not attribute responsibility for any such Hazardous Materials to Landlord or Property Manager. Each party will comply with and is responsible for all reporting and warning obligations required of such party under Hazardous Materials Laws arising from Tenant’s use or occupancy of the Premises, including, without limitation, all notices and other requirements required by Tenant under California Health & Safety Code Section 25249.5 et seq. and Title 22 of the California Code of Regulations, Sections 12000 et seq.

5.2 Notice of Actions. Tenant and Landlord shall each notify the other of any of the following actions affecting Landlord, Tenant or the Premises that result from or in any way relate to the Premises or Tenant’s use of the Premises immediately after receiving notice of the same: (a) any enforcement, clean-up, removal or other governmental or regulatory action instituted, completed or threatened under any Hazardous Materials Law; (b) any Claims made or threatened relating to any Hazardous Material; and (c) any reports, records, letters of inquiry and responses, manifests or other documents made by any person, including Tenant and Landlord, to or from any environmental agency relating to any Hazardous Material, including any complaints, notices, warnings or asserted violations. Landlord and Tenant each will not take any remedial action in response to the presence of any Hazardous Materials in, on, under or about the Premises, nor enter into any settlement agreement, consent decree or other compromise with respect to any Claims relating to or in any way connected with Hazardous Materials in, on, under or about the Premises, without first notifying the other party of its intention to do so and affording the other reasonable opportunity to investigate, appear, intervene and otherwise assert and protect such party’s interest in the Premises.

5.3 Hazardous Materials indemnification. To the fullest extent allowable under the Laws, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against any and all Claims whatsoever arising or resulting, in whole or in part, directly or indirectly, from the presence, treatment, storage, transportation, disposal, release or management of Hazardous Materials brought onto the Premises (including water tables and atmosphere) by Tenant or Tenant Parties. Tenant’s obligations under this Section shall include, without limitation and whether foreseeable or unforeseeable, (a) the costs of any required or necessary repair, compliance, investigations, clean-up, monitoring, response, detoxification or decontamination of the Premises; (b) the costs of implementing any closure, remediation or other required action in connection therewith; (c) the value of any loss of use and any diminution in value of the Premises and adjacent and nearby properties, including groundwater; and (d) consultants’ fees, experts’ fees and response costs.

Notwithstanding any to the contrary herein, Tenant shall not be liable to Landlord for nor otherwise obligated to Landlord under any provision of the Lease with respect to the following: (i) any Claims resulting from any Hazardous Materials present in, on or about the Premises to the extent not caused, directly or indirectly, by Tenant or Tenant Parties; or (ii) the removal, investigation, monitoring or remediation of any Hazardous Materials present in, on or about the Premises caused by any source, including third parties, other than by Tenant or Tenant Parties. The obligations of Tenant under this Article survive the expiration or earlier termination of this Lease.

ARTICLE 6
SERVICES AND UTILITIES

Tenant is solely responsible for obtaining all services and utilities Tenant desires in connection with Tenant’s use and occupancy of the Premises. Tenant is also solely responsible for paying directly to the applicable service or utility companies, prior to delinquency, all charges of every nature, kind or description for services and utilities used or consumed at the Premises during the Term of this Lease (including, without limitation, any deposits required or charges imposed by any utility or service company as a condition precedent to furnishing or continuing to furnish utilities or services to the Premises), including all charges for water, sewer, heat, gas, light, garbage and rubbish removal, electricity, telecommunications, cable, steam, power, or other public or private utilities and services and any charges or fees for present or future water or sewer capacity to serve the Premises. Tenant will also pay all charges relating to any addition, extension, relocation, or other change in the facilities necessary to provide the Premises with any additional utilities and services. Except as otherwise expressly provided herein, no interruption in, or temporary stoppage of, any utility or service to the Premises will be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, nor does any interruption or stoppage relieve Tenant from any obligation under this Lease, render Landlord liable for damages or entitle Tenant to any Rent abatement. If use by Tenant of the Premises requires that the parties enter into contracts or agreements with local, county, state, or other governmental agencies or bodies or with public utilities with reference to storm sewer, sanitary sewer, gas, water, electric, telephone or other utility lines or connections, stormwater management or easement agreements, Landlord shall execute such written contracts, agreements, easement agreements, and consents as are reasonably required for Tenant’s use of the Premises provided that such written contracts, agreements, easement agreements or consents are in a form reasonably acceptable to Landlord and Landlord is not required to incur any cost or expense in connection with such written contracts, agreements, easement agreements or consents. Notwithstanding anything in this Article 6 to the contrary, Tenant is entitled, at no cost, to the use of any and all utility capacity allocable to the Premises and heretofore reserved by or assigned to Landlord. Landlord shall execute all such written contracts, agreements, easement agreements, and consents as are reasonably required for Tenant’s use of such capacity; provided, however such contracts, agreements, easement agreements, and consents shall be in a form reasonably acceptable to Landlord and Landlord shall incur no expense or cost in connection with such contracts, agreements, easement agreements or consents. In addition, in the event any utility interruption that is caused by the negligence or willful act of Landlord or Landlord’s employees, contractors, subcontractors or agents, lasts for more than two (2) consecutive Business Days, and provided Tenant has given written notice of such interruption to Landlord, then to the extent that Tenant cannot and does not use the Premises for the purposes allowed in this Lease due to such interruption, Basic Rent and Additional Rent will abate during the period following the second Business Day after the later of (a) such interruption or (b) Landlord’s receipt of such written notice, until such utility service is restored.

ARTICLE 7
MAINTENANCE AND REPAIR

7.1 Landlord’s Obligations. Except as provided in Section 8.6, Landlord, at Landlord’s sole cost and expense, will keep and maintain the following portions of the Premises in good order, condition and repair, reasonable wear and tear excepted, the following portions of the Building: the structural integrity of the footings, foundation, exterior walls, roof, load bearing walls, columns, masonry walls and other structural elements of the Building. Tenant will cooperate with Landlord to facilitate the performance of Landlord’s obligations under this Section 7.1, including any entry by Landlord into all or any portion of the Premises, upon reasonable prior notice to Tenant in accordance with Section 9.1. Landlord’s repair and maintenance obligations under this Section 7.1 are subject to the provisions of Articles 11 and 12 of this Lease regarding any Casualty or Taking. All repairs and replacements performed by Landlord pursuant to this Section 7.1 must be in accordance with all Laws applicable to the performance of such repairs and replacements and shall be good quality and workmanship. In connection with the performance of such repairs and maintenance hereunder, Landlord shall use commercially reasonable efforts to minimize the disruption and interference to Tenant’s and Tenant’s Parties’ business. Notwithstanding anything to the contrary set forth herein, (a) Landlord shall have no obligation pursuant to this Section 7.1 to make any repair to the Building or maintain any portion of the Building in connection with the construction of the Initial Improvements (including, without limitation, any seismic or structural upgrades or ADA improvements or renovations), (b) Tenant shall make all repairs to the Building that are required by applicable Laws and governmental authorities to be performed by Tenant in connection with the construction of the Initial Improvements (including, without limitation, any seismic or structural upgrades or ADA improvements or renovations), (c) Landlord shall have no obligation to perform any maintenance or repair obligations until after the Initial Improvements are completed and Tenant is conducting business from the Premises for the Permitted Use (the “Opening Date”) and (d) Tenant shall maintain and repair the Premises during the period commencing on the Commencement Date and ending on the Opening Date.

7.2 Tenant’s Obligations.

7.2.1 Maintenance of Premises. Except for Landlord’s obligations described in Section 7.1 (and as otherwise set forth herein), Tenant, at Tenant’s sole cost and expense, will keep and maintain the Premises in good order, condition and repair, reasonable wear and tear excepted, which obligations of Tenant will include, without limitation, the maintenance, repair, and replacement of all: (a) exterior and interior surfaces of exterior and interior walls (including, without limitation, the painting of the exterior and interior surfaces of walls), (b) the roof of the Building (including the roof membrane, but not the structural integrity of the roof); (c) non-structural interior portions, systems and equipment; (d) moldings, partitions and ceilings; (e) floor coverings, slabs and floors; (f) windows, plate glass, and doors; (g) electrical, lighting, mechanical, plumbing, fire/life safety, heating and air conditioning systems, facilities, fixtures and components; (h) Tenant’s signs located at and in the Premises; (i) landscaping, loading docks and exterior pavement; (j) re-painting, re-striping, seal-coating, cleaning, sweeping, patching and repairing parking areas and other paved surfaces on the Land; (k) snow removal; (l) graffiti removal and (m) repair of vandalism. Any repairs or replacements performed by Tenant pursuant to this Section 7.2.1 must be in accordance with all Laws applicable to the performance of such repairs and replacements and shall be good quality and workmanship. Tenant will at all times at Tenant’s sole cost and expense maintain the roof and the heating, air conditioning and ventilation system pursuant to the manufacturers’ recommendations. Tenant will provide copies of records of such preventative maintenance if requested by Landlord. Notwithstanding anything to the contrary contained herein, Tenant’s repair and maintenance obligations shall not extend to (i) damage and repairs covered under any insurance policy

carried by Landlord in connection with the Premises, (ii) damage caused in whole or in part by the negligence or willful misconduct of Landlord or any of Landlord’s Parties, (iii) reasonable wear and tear; and (iv) damage due to fire, earthquake, acts of God, the elements, or other casualty. Tenant’s repair and maintenance obligations under this Section 7.2.1 are subject to the provisions of Articles 11 and 12 of this Lease regarding any Casualty or Taking.

7.2.2 Notice to Landlord. If Tenant believes any maintenance or repair Landlord is obligated under Section 7.1 to perform is needed at the Premises, Tenant will promptly provide written notice to Landlord specifying in detail the nature and extent of any condition requiring maintenance or repair. Landlord will not be deemed to have failed to perform its obligations under Section 7.1 with respect to any maintenance or repair unless Tenant has provided such written notice and Landlord has had a commercially reasonable time (not to exceed ten (10) Business Days) within which to respond to such notice and effect the needed maintenance or repair. Tenant waives the right to terminate this Lease, vacate the Premises, or make repairs at Landlord’s expense pursuant to California Civil Code Section 1932, Subsection 1, California Civil Code Sections 1941 and Section 1942, or any similar or successor Laws.

7.3 Tenant’s Right to Self-Help. If Landlord fails to take any action which Landlord is obligated to take to provide repairs and/or maintenance to the Premises as set forth in Section 7.1 of this Lease or in Article 11 of this Lease, Tenant may deliver written notice thereof to Landlord (the “Initial Notice”). The Initial Notice must specifically describe the action that is required of Landlord to satisfy the requirements of Section 7.1 or Article 11 with respect to the Premises. If within ten (10) Business Days of receiving Tenant’s Initial Notice, Landlord fails to cure or commence to cure the items specified in the Initial Notice, Tenant may deliver to Landlord a second notice (a “Reminder Notice”). The Reminder Notice must include a copy of the Initial Notice and specify that Tenant will have the rights granted under this Section 7.3 if Landlord fails to cure or commence to cure the specified items within ten (10) Business Days of receipt of the Reminder Notice. If Landlord does not so object and fails to take or commence to take (and diligently pursue to completion) the required action within ten (10) Business Days of receiving the Reminder Notice, then Tenant may, subject to the terms of this Section 7.3, proceed to take the required action with respect to the Premises (but solely on its own behalf, and not as the agent of Landlord). Unless Landlord delivers a written objection to Tenant as set forth below, Landlord will reimburse Tenant for Tenant’s reasonable out-of-pocket costs and expenses in taking such action within thirty (30) days after receiving an invoice from Tenant setting forth a reasonably particularized breakdown of such costs and expenses. If Landlord does not pay such invoice within sixty (60) days after Landlord receives the invoice, then Tenant may thereafter deduct from Basic Rent the amount set forth in such invoice; provided that in no event may Tenant deduct more than 20% of the Basic Rent due during any single month as a result of the rights granted under this Section 7.3. If, however, Landlord delivers to Tenant, within thirty (30) days after receiving Tenant’s Initial Notice, a written objection that all or any portion of such action does not have to be taken by Landlord pursuant to the terms of this Lease, in Landlord’s reasonable opinion, and if Tenant elects to proceed with such work, Tenant will not be entitled to make any deduction from Basic Rent. If the parties are unable to resolve Landlord’s objections, then Tenant may institute an action at law or pursue any other available remedies to collect the unpaid amount and/or to enforce Landlord’s obligations pursuant to this Lease.

ARTICLE 8
ALTERATIONS

8.1 Landlord Approval. Except as otherwise provided in this Article 8, Tenant may, at its own expense, and without Landlord’s consent, make any Alterations to the Premises that are not Major Alterations. Tenant will not make any Major Alterations without Landlord’s prior written consent, which

consent will not be unreasonably withheld, conditioned or delayed. Along with any request for Landlord’s consent, Tenant will deliver to Landlord plans and specifications for the Major Alterations and names and addresses of all prospective contractors for the Major Alterations. Landlord shall notify Tenant at the time it gives its consent to any Major Alterations whether or not Landlord will require Tenant to remove any interior, non-structural portion of any Major Alteration at the expiration or earlier termination of the Lease. If Landlord approves the proposed Major Alterations, Tenant will, before commencing the Major Alterations or delivering (or accepting delivery of) any materials to be used in connection with the Major Alterations, deliver to Landlord certificates evidencing the insurance coverages and copies of any bonds required by Section 8.2, copies of all necessary permits and licenses, and such other information relating to the Alterations as Landlord reasonably requests. Tenant will not commence the Major Alterations before Landlord has, in Landlord’s reasonable discretion, provided Landlord’s written approval of the foregoing deliveries. Landlord will provide such written approval or disapproval within fifteen (15) days after Tenant’s request. If Landlord has not provided written approval or disapproval within five (5) days after Landlord’s receipt of a reminder notice from Tenant that provides Landlord failed to approve or disapprove the request for the Major Alteration within the fifteen (15) day period, Landlord will have deemed to have approved Tenant’s request for approval of such Major Alterations. No approval or inspection of any Alterations by Landlord constitutes any representation or agreement by Landlord that the Alterations comply with sound architectural or engineering practices or with all applicable Laws, and Tenant is solely responsible for ensuring such compliance.

8.2 Tenant Responsible for Cost and Insurance. Tenant will pay the entire cost and expense of all Alterations, including, without limitation, for any painting, restoring or repairing of the Premises necessitated by the Alterations. For any Major Alterations performed by Tenant, Tenant will also obtain and/or require: (a) builder’s “all risk” insurance in an amount at least equal to the replacement value of the Alterations; (b) liability insurance insuring Tenant and each of Tenant’s contractors against construction related risks in at least the form, amounts and coverages required of Tenant under Article 10 and (c) payment and performance bonds from Tenant’s general contractor, naming Landlord and Tenant as joint obligees, in an amount not less than the full cost of the Major Alteration if the cost of such Major Alteration exceeds $250,000. The insurance policies described in clauses (a) and (b) of this Section must name Landlord, Landlord’s lender (if any) and Property Manager as additional insureds, specifically including completed operations.

8.3 Construction Obligations; Ownership of Alterations. Tenant will notify Landlord in writing 10 days prior to commencing any Alterations in order to provide Landlord the opportunity to record and post notices of non-responsibility or such other protective notices available to Landlord under the Laws. Tenant will cause all Alterations to be constructed (a) promptly by contractors licensed to do business in the State of California and approved by Landlord, which approval will not be unreasonably withheld, conditioned or delayed; (b) in a good and workmanlike manner; and (c) in compliance with all Laws. Landlord may inspect construction of the Alterations. All permanently attached Alterations (excluding Tenant’s Personal Property) shall become the property of Landlord and a part of the Building immediately upon installation (provided, however, Tenant shall have the right to remove and/or replace any such Alterations during the Term subject to the terms and provisions of this Lease). Unless Landlord notifies Tenant at the time of its consent to any Major Alteration that Tenant is required to remove a portion of Major Alterations, as provided in Section 8.1 above, Tenant will surrender the Major Alterations to Landlord upon the expiration or earlier termination of this Lease at no cost to Landlord.

8.4 Liens. Tenant will keep the Premises free from any mechanics’, materialmens’, designers’ or other liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. If any liens are filed against

the Premises and Tenant, within 15 days after Tenant’s receipt of Landlord’s notice of such filing, does not release the same of record or provide Landlord with a bond or other security satisfactory to Landlord protecting Landlord and the Premises against such liens, Landlord may, without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant from any obligation under this Lease, cause such liens to be released by any means Landlord deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Tenant will reimburse Landlord, as Additional Rent, for all amounts Landlord pays (including, without limitation, reasonable attorneys’ fees and costs). Landlord will not permit the Premises to become subject to any mechanics’, laborers’, or materialmen’s lien on account of labor or material furnished to Landlord or claimed to have been furnished to Landlord in connection with work of any character performed or claimed to have been performed on the Premises by or at the direction or sufferance of Landlord; provided, however, Landlord has the right to contest in good faith and with reasonable diligence the validity of any such lien or claimed lien and on final determination of the lien or claim for lien, Landlord will immediately pay any judgment rendered with all proper costs and charges, and will, at its own expense, have the lien released and any judgment satisfied.

8.5 Indemnification. To the fullest extent allowable under the Laws, Tenant will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties and the Premises from and against any Claims arising out of the performance of any Alterations or materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant.

8.6 Alterations Required by Laws. If, during the Term of this Lease, any governmental authority requires any change, alteration, addition or improvements to the Premises, the Building or any other improvement located on the Land (including, without limitation, any change, alteration, addition or improvements to the Premises required in connection with the Initial Improvements), which may include, without limitation, seismic or structural upgrades, upgrades to the elevator and/or upgrades to the path of travel to and from the interior of the Building, Tenant will pay the cost of all such change, alteration, addition or improvements to the Premises, except as otherwise provided herein. Tenant acknowledges that the Premises was previously used as a storage facility and major improvements are likely to be required by governmental authorities to be made to the Premises to permit Tenant to use the Premises for the Permitted Use. If any governmental authority requires any change, alteration, addition or improvements to the Premises to the Premises as a result of the Initial Improvements or any Alteration made by Tenant (including, without limitation, any seismic or ADA upgrades), Tenant acknowledges and agrees that (a) Tenant has anticipated such requirement through due diligence conducted by Tenant prior to Tenant’s execution of this Lease, (b) the amount of Basic Rent charged hereunder anticipates Tenant may be required by governmental authorities to comply with requirements of applicable governmental authorities, including without limitation, a seismic retrofit of the Building, structural upgrades to the Building, the addition of an elevator and/or ADA improvements and (c) Tenant’s use and enjoyment of the Premises will not be interfered with in connection with such requirements. Notwithstanding anything to the contrary set forth herein, Tenant shall (and Landlord shall have no obligation whatsoever to) comply with any requirement of any applicable governmental authority in connection with the Premises, the Building or the Land; provided, however, if during the Term of this Lease, any governmental authority requires any change, alteration, addition or improvements to the Premises in connection with a Casualty, and Landlord is required to repair or restore the Premises following the Casualty as provided in Article 11, Landlord shall cause the change, alteration, addition or improvement to the Premises to be made, at Landlord’s sole cost and expense, together with Landlord’s repair or restoration of the Premises following the Casualty.

8.7 Tenant’s Personal Property and Waiver of Landlord’s Lien. All of Tenant’s Personal Property shall at all times remain the property of Tenant. Landlord agrees that Tenant shall have the right, at any time and from time to time, to remove any and all of Tenant’s Personal Property from the Premises. From time to time, some or all of Tenant’s Personal Property may be financed or owned by someone other than Tenant. Notwithstanding anything to the contrary contained in this Lease, to the extent that any of Tenant’s Personal Property is financed or owned by someone other than Tenant, (i) Landlord agrees that such Tenant’s Personal Property is not Landlord’s property no matter how the same is affixed to the Premises or used by Tenant and agrees to recognize the rights of the lender or owner of Tenant’s Personal Property, and (ii) Landlord waives any claim arising by way of any Landlord’s lien (whether created by statute or by contract) or otherwise with respect to Tenant’s Personal Property and agrees to sign and deliver to any lender, secured creditor or lessor a waiver of any lien Landlord may have on Tenant’s Personal Property if required by such lender, secured creditor or lessor.

ARTICLE 9
RIGHTS RESERVED

9.1 Landlord’s Entry. Landlord and its authorized representatives may at all reasonable times and upon reasonable notice to Tenant enter the Premises to: (a) inspect the Premises; (b) show the Premises to prospective purchasers, mortgagees and, within the last 9 months of the Term, tenants; (c) post notices of non-responsibility or other protective notices available under the Laws; or (d) exercise and perform Landlord’s rights and obligations under this Lease. Landlord may in the event of any emergency enter the Premises without notice to Tenant. Tenant agrees that Landlord’s entry into the Premises is not to be construed as a forcible or unlawful entry into, or detainer of, the Premises or as an eviction of Tenant from all or any part of the Premises. Landlord shall conduct all of Landlord’s activities on the Premises as allowed under this Article in a manner which will cause the least possible inconvenience, annoyance or disturbance to Tenant or Tenant’s business.

9.2 Right to Cure by Landlord. If Tenant fails to perform (or commence to perform) any of Tenant’s obligations under this Lease following the expiration of ten (10) days following written notice to Tenant of such failure, Landlord may, but is not obligated to, perform any such obligation on Tenant’s part without waiving any rights based upon such failure and without releasing Tenant from any obligations hereunder. Tenant must pay to or reimburse Landlord for, as Additional Rent, all expenditures reasonably made and obligations reasonably incurred by Landlord pursuant to this Section.

ARTICLE 10
INSURANCE

10.1 Tenant’s Insurance. Tenant will at all times during the Term (and during any earlier entry into the Premises), at Tenant’s sole cost and expense, maintain the insurance this Section 10.1 requires.

10.1.1 Liability Insurance. Tenant will maintain commercial general liability insurance providing coverage at least as broad as a current Insurance Services Office (ISO) form CG0001 on an “occurrence” basis, with minimum limits of $5,000,000 each occurrence and $5,000,000 general aggregate (which may include umbrella coverages). Tenant’s liability insurance will (a) name Landlord, Property Manager and the other Landlord Parties (of which Tenant has received written notice) as additional insureds with respect to all matters arising out of the occupancy or use of the Premises by Tenant; (b) be primary to any other insurance maintained by the Landlord Parties; and (c) be placed and maintained with companies rated at least “A-VIII” by A.M. Best Insurance Service and otherwise

reasonably satisfactory to Landlord. Such insurance may have a reasonable deductible, but may not include a self-insured retention in excess of $25,000. If Tenant’s liability insurance is provided under a blanket policy, the above coverage limits must be made specifically applicable to the Premises on a “per location” basis. Tenant shall deliver an ACORD Form 27 (or equivalent) certificate or other evidence of insurance satisfactory to Landlord (i) prior to any use or occupancy of the Premises by Tenant, (ii) prior to the expiration of any current policy or certificate, and (iii) at such other times as Landlord may reasonably request.

10.1.2 Property Insurance. Tenant is not required by this Lease to maintain property or business interruption insurance. Accordingly, Tenant’s Personal Property is located at the Premises at Tenant’s sole risk, and Landlord is not liable for any damage to or loss or destruction of such property (except as provided in the last sentence of Section 10.3.1). Tenant is solely responsible for providing such insurance as Tenant may desire to protect Tenant and Tenant’s Personal Property against any Casualty or other event or occurrence in the Premises or at the Premises including, without limitation, any interruption of Tenant’s business or loss of revenues or profits arising therefrom.

10.1.3 Other Insurance. If insurance obligations generally required of tenants in similar space in similar buildings in the area in which the Premises is located increase or otherwise change, Landlord may, with thirty (30) days after Tenant’s written approval (which approval will not be unreasonably withheld, conditioned or delayed), similarly change Tenant’s insurance obligations under this Lease.

10.2 Landlord’s Insurance. Landlord will at all times during the Term maintain the insurance this Section 10.2 requires.

10.2.1 Property Insurance. Landlord will maintain insurance on the Premises providing coverage at least as broad as that provided by a standard Insurance Services Office (ISO) Causes of Loss - Special Form (CP 1030 or equivalent) property insurance policy in an amount not less than the full replacement cost of the Premises, and such insurance shall not include any co-insurance provisions and shall be written on an agreed amount basis. Without limiting the foregoing, Landlord shall include specific additional coverage for and in amounts sufficient to effect replacement cost, alteration, restoration or repair for: Ordinance and Law Coverage (Coverage A, B and C); Boiler & Machinery Coverage (Equipment Breakdown Coverage) including Ordinance and Law extension; Sewer Back Up. Landlord may, at its option and subject to Tenant’s approval (which approval will not be unreasonably withheld, conditioned or delayed), obtain such commercially reasonable additional coverages or endorsements, consistent with insurance maintained by owners of comparable properties in the vicinity of the Premises, as Landlord deems appropriate or necessary, including, without limitation, insurance covering: business income and rent loss insurance; flood insurance; and other coverages. Tenant may only disapprove of such additional coverages if the type of insurance is not maintained by owners of comparable properties in the vicinity of the Premises. Additionally, if Tenant disapproves of such additional coverage, subject to the foregoing limitations, Landlord may obtain such coverage, but Tenant shall not be required to pay any part of such additional coverage. During each year of the Term, prior to procuring or renewing property insurance for the Premises, Landlord shall submit to Tenant Landlord’s proposed property insurance coverages for the next succeeding policy year and estimated premiums therefor, and Tenant shall have the right to approve (which approval will not be unreasonably withheld, conditioned or delayed), in advance, all such insurance coverages (but shall have no approval rights over the estimated premiums), and request additional coverages, subject to Landlord’s approval (which approval will not be unreasonably, withheld, conditioned or delayed). Notwithstanding the foregoing, Landlord may withhold such approval if such insurance requested by Tenant is not consistent with

insurance maintained by owners of comparable properties in the vicinity of the Premises. If Landlord disapproves of any such coverage requested by Tenant, Tenant may obtain such coverage directly at Tenant’s sole cost and expense and Landlord will reasonably cooperate with Tenant (at no cost or expense to Landlord) in connection with such coverage. For purposes of calculating the amount of Insurance Expenses and Excess Insurance Expenses, only premiums attributable to Landlord’s property insurance (excluding earthquake insurance) shall be included in Insurance Expenses, subject to the limitations set forth in Article 3. Landlord may maintain such insurance in whole or in part under blanket policies, and in such case, the above coverage limits must be made specifically applicable to the Premises on a “per location” basis. For purposes of calculating Excess Insurance Expenses due pursuant to Article 3 of this Lease, (i) the portion of the cost of such blanket policies allocable to the Premises shall be the amount allocated to the Premises as set forth in the invoices Landlord receives from Landlord’s insurance provider and (ii) the cost of such blanket policies allocable to the Premises shall not exceed the premiums for such insurance if such insurance was obtained for the Premises only (and not maintained under a blanket policy). Such insurance will cover the Initial Improvements after they have been installed in the Building but will not cover or be applicable to any of Tenant’s Personal Property. Initial improvements and subsequent tenant improvements becoming part of the realty shall be designated as tenant leasehold improvements within the Landlord’s Property Policy with the replacement cost value of the improvements specifically insured. Landlord shall cause its insurer to insure the leasehold interest of the Tenant as respects the improvements made by Tenant in the Premises. Landlord shall cause its insurer to name Tenant as loss payee as respects payments made by the insurer for a covered loss. During the Term of this Lease, Landlord shall deliver to Tenant current certificate(s) of insurance evidencing the foregoing insurance maintained by Landlord (and, copies of such insurance policies, if Tenant provides a written request to Landlord requesting the same). If (a) Landlord receives any insurance proceeds from insurance carried pursuant to this Section 10.2.1, (b) Landlord is not required to use such insurance proceeds as to repair or restore the Premises (or any portion) thereof as provided herein and (c) Tenant repairs or restores the Premises (or a portion thereof) in connection with any damage related to the payment of such insurance proceeds to Landlord, Landlord will pay to Tenant the amount of the insurance proceeds Landlord receives plus any deductible amount (in connection with such damage) to Tenant up to the amount expended by Tenant to make such repair or restoration (as evidenced by copies of invoices and proof of payment made by Tenant in connection with such repair or restoration). If Tenant fails to provide approval or disapproval as for any approval required by Tenant as provided in Section 10.1.3 or this Section 10.2.1, within fifteen (15) days after Landlord’s request, Tenant shall be deemed to have approved such matter.

10.2.2 Liability Insurance. Landlord may maintain commercial general liability insurance for bodily injury, personal injury, and property damage occurring at the Premises in such amounts as Landlord deems necessary or appropriate. Such liability insurance will protect only Landlord and, at Landlord’s option, Landlord’s lender and some or all of the Landlord Parties, and does not protect Tenant or replace or supplement the liability insurance this Lease obligates Tenant to carry. Notwithstanding the foregoing, during the periods of time that Landlord or Landlord’s contractors’ agents’ or employees’ enter the Property, Landlord shall maintain commercial general liability insurance (and shall provide certificates of insurance to Tenant evidencing the same) in amounts consistent with amounts maintained by prudent owners of property comparable to the Premises in the geographic vicinity of the Premises covering Landlord’s and Landlord’s contractors’ agents’ and employees’ activities in and about the Premises during such period of entry.

10.2.3 Other Insurance. If insurance coverages generally maintained by landlords of similar space in similar buildings in the area in which the Premises is located increase, Landlord may, following Tenant’s approval thereof (which approval will not be unreasonably withheld, conditioned or

delayed), similarly increase the insurance coverages Landlord maintains under this Lease. If Landlord determines (and Tenant approves) that an increase of insurance coverage is warranted for which the Tenant is responsible above the Base Insurance Expense, Landlord will provide at least 30 days advance written notice to Tenant of the intent of procuring such coverage and the associated increased expense.

10.3 Waivers and Releases of Claims and Subrogation.

10.3.1 Tenant’s Waiver and Release. To the fullest extent allowable under the Laws, Tenant, on behalf of Tenant and its insurers, waives, releases and discharges the Landlord Parties from all Claims for damage to Tenant’s Personal Property, regardless of the cause even if such damage is caused by the negligent or intentional acts, omissions, or misconduct of any Landlord Party. Tenant will look only to any insurance coverage Tenant may elect to maintain (regardless whether Tenant actually obtains any such coverage or whether such coverage is sufficient) with respect to the Claims Tenant is waiving, releasing and discharging under this Section 10.3.1. Any property insurance Tenant maintains must permit or include a waiver of subrogation in favor of the Landlord Parties consistent with the provisions of this Section 10.3.1.

10.3.2 Landlord’s Waiver and Release. To the fullest extent allowable under the Laws, Landlord, on behalf of Landlord and its insurers, waives, releases and discharges the Tenant Parties from all Claims for any damage to the Premises regardless of the cause even if such damage is caused by the negligent or intentional acts, omissions, or misconduct of any Tenant Party. Landlord will look only to any insurance coverage Landlord may elect to or is obligated to maintain (regardless whether Landlord actually obtains any such coverage or whether such coverage is sufficient) with respect to the Claims Landlord is waiving, releasing and discharging under this Section 10.3.2. Any property insurance Landlord maintains must permit or include a waiver of subrogation in favor of the Tenant Parties consistent with the provisions of this Section 10.3.2. If requested by Tenant, Landlord agrees to provide a waiver of subrogation (as set forth in this Section 10.3.2) in favor of any of Tenant’s subtenants or any Tenant Parties. The provisions of this Section 10.3.2 and 10.3.1 above are intended to waive fully, and for the benefit of the parties hereto, any rights and/or claims which might give rise to a right of subrogation in favor of any insurance carrier.

10.3.3 Tenant’s Failure to Insure. If Tenant fails to provide Landlord with evidence of insurance as required under Section 10.1, and if such failure is not cured by Tenant within ten days of Landlord’s notice to Tenant therefor, Landlord may, but is not obligated to, obtain such insurance for Landlord’s benefit without waiving or releasing Tenant from any obligation contained in or default under this Lease. Tenant will pay to Landlord, as Additional Rent, the actual, reasonable, out-of-pocket costs and expenses Landlord reasonably incurs in obtaining such insurance.

10.3.4 Landlord’s Failure to Insure. If Landlord fails to provide Tenant with evidence of insurance as required under Section 10.1, and if such failure is not cured by Landlord within ten days of Tenant’s notice to Landlord therefor, Tenant may, but is not obligated to, obtain such insurance for Tenant’s benefit without waiving or releasing Landlord from any obligation contained in or default under this Lease, and in such event, Tenant shall have the right to offset against Rent the actual, reasonable, out-of-pocket costs and expenses Tenant reasonably incurs in obtaining such insurance.

10.4 No Limitation. Landlord’s establishment of minimum liability insurance requirements for Tenant in this Lease is not a representation by Landlord that such limits are sufficient and does not limit Tenant’s liability under this Lease in any manner.

10.5 Tenant Indemnity. Except for any Claims expressly waived, released or limited by Landlord in this Article 10 and elsewhere in this Lease or Claims to the extent arising from or related to the gross negligence or willful misconduct of the Landlord Parties, to the fullest extent allowable under the Laws, Tenant will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against all Claims brought against Landlord by third parties to the extent arising from (a) any use of the Premises by Tenant that violates the terms of this Lease; (b) any breach or default by Tenant in the performance of any of Tenant’s covenants or agreements in this Lease; and (c) any negligent act of Tenant in, on or to the Premises.

10.6 Landlord’s Indemnification. Subject to Tenant’s waivers, releases and agreements in this Article 10 and elsewhere in this Lease, Landlord will, to the fullest extent allowable under the Laws, indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant and the Tenant Parties from and against all Claims brought against Tenant by third parties to the extent: (a) arising from any breach or default by Landlord in the performance of Landlord’s covenants or agreements in this Lease or (b) caused by the gross negligence or willful misconduct of Landlord.

ARTICLE 11
DAMAGE OR DESTRUCTION

11.1 Reparable Damage. If any Casualty renders the whole or any material portion of the Premises untenantable, and if the Premises can reasonably be expected to be repaired within one (1) year from the date of such Casualty in the reasonable opinion of Landlord and Tenant (as provided in Section 11.8), then Landlord shall repair and restore the Premises to substantially the condition that existed prior to such Casualty and in compliance with all applicable Laws, within such one (1) year period (subject to delays for Force Majeure events, such as the inability to obtain building permits timely or obtain insurance proceeds timely). This Lease remains in effect during the repair period, but Rent abates while the Premises is untenantable.

11.2 Irreparable Damage. If any Casualty renders the whole or any material portion of the Premises untenantable and the Premises cannot reasonably be expected to be repaired within one year from the date of such Casualty in the reasonable opinion of Landlord and Tenant (as provided in Section 11.8), then Landlord or Tenant, by notice in writing to the other, delivered within thirty (30) days after Landlord and Tenant decide on the estimated time to repair the Casualty, may terminate this Lease effective upon a date within thirty (30) days from the date of such notice. Rent abates while the Premises are untenantable. Upon termination. Landlord shall return all prepaid rents and/or deposits to Tenant and Tenant’s Share of Proceeds (defined below), if applicable, and neither Landlord nor Tenant have any other future obligations or responsibilities arising and accruing under this Lease after the date of termination.

11.3 Intentionally Deleted.

11.4 Repair and Restore. If Landlord or Tenant do not terminate this Lease as provided above, then Landlord shall repair and restore the Premises to its condition prior to the damage or destruction and in compliance with all applicable Laws, within that time period reasonably necessary for such repair and restoration (subject to delays arising from Force Majeure events) and Rent will be abated during the period of such restoration and/or repair. Notwithstanding anything set forth herein to the contrary, no rent or other payment is due to Landlord until such time as Tenant can conduct its business from the Premises in a reasonable, prudent, and businesslike manner, without any interference resulting from reconstruction activities, the condition of the Premises, or a failure to provide or modification of

services to the Premises. To the extent and during the time that only a portion of the Premises are tenantable and to the extent that Tenant is able to conduct its business therefrom in a reasonable, prudent, and businesslike manner without interference as set forth above, Tenant shall receive a fair diminution of Rent based on an estimated percentage of unusable space in the Premises. Landlord is not obligated to repair or restore any special signage, trade fixtures, or office equipment installed by Tenant. Promptly after completion of Landlord’s repair and restoration of the Premises, Tenant shall proceed at its sole cost and expense to rebuild, repair, and/or replace its signs, trade fixtures, and office equipment installed by Tenant. Each party shall proceed with their respective work in a timely and diligent manner using the same or better quality materials as existing prior to the Casualty, and they shall use their best efforts not to interfere with, annoy, or inconvenience the other party.

11.5 Termination of Lease. If this Lease is terminated pursuant to this Article 11, Rent will be apportioned on a per diem basis and paid to the date of such Casualty. Upon termination, Landlord shall return to Tenant all prepaid rents and/or deposits, and neither party has any further obligations or responsibilities under this Lease (except for any that expressly survive termination of this Lease). If Landlord elects to terminate this Lease as provided in Section 11.2 during the first sixty (60) months after the Commencement Date, Landlord shall pay to Tenant, the lesser of (a) Tenant’s Share of Proceeds (as defined hereafter) or (b) the aggregate amount of insurance proceeds Landlord receives as a result of the Casualty plus any deductible amounts. As used herein and in Article 12, “Tenant’s Share of Proceeds” shall mean an amount equal to the unamortized portion of costs incurred in connection with the Initial Improvements attributable to the unexpired portion of the Term following the Casualty, which amount shall be calculated by multiplying the total costs of the Initial Improvements incurred by Tenant (the “Initial Improvement Costs”) by a fraction, the numerator of which shall be the number of months between the date of the Casualty and the last day of the sixtieth month of the Term following the Commencement Date, and the denominator of which shall be 60 (representing 60 months following the Commencement Date). Landlord shall have no obligation to pay any insurance proceeds to Tenant or Tenant’s Share of Proceeds to Tenant in the event (i) Tenant elects to terminate this Lease as provided in this Article 11, or (ii) Landlord elects to terminate this Lease as provided in Section 11.2 after the last day of the sixtieth (60th) month following the Commencement Date. Landlord’s obligation to pay any amounts to Tenant pursuant to this Article 11 shall survive the expiration or earlier termination of this Lease.

11.6 Damage During Last Year of Lease Term. Notwithstanding anything set forth in this Lease to the contrary, if the Premises is damaged or destroyed by Casualty in excess of thirty percent (30%) of the full replacement cost of the Premises during the last year of the then current Term, either party may terminate this Lease as of the date of such damage or destruction by giving written notice to the other party within ninety (90) days following the date of such damage or destruction. Further, if Tenant has any outstanding option to renew the Term, and the period for exercising such outstanding option to renew has not yet expired, Tenant may void Landlord’s election to terminate this Lease as provided in the foregoing sentence, by delivering written notice to Landlord exercising such option to renew. In no event shall such revocation of the termination notice apply to Landlord’s election to terminate this Lease as provided in this Section 11.9.

11.7 Waiver of Statutory Provisions. The provisions of this Lease, including this Section 11.7, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, and any statute or regulation of the State of California, including Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between

the parties, and any other statute or regulation, now or hereafter in effect, has no application to this Lease or any damage or destruction to all or any part of the Premises.

11.8 Notice to Landlord. If any Casualty to any portion of the Premises occurs, Tenant will immediately provide written notice of such Casualty to Landlord. None of the obligations of Landlord under this Article 11 will be deemed to have arisen unless and until Landlord has received actual notice that the Casualty has occurred. Promptly after the Casualty, Landlord and Tenant shall each use their best efforts to agree upon the time for Landlord to repair the Casualty.

11.9 Uninsured or Under-insured Casualty. If (a) a Casualty occurs to the Premises, (b) Landlord has maintained the insurance required to be maintained by Landlord hereunder and the Casualty is not covered by such insurance, (c) Landlord does not receive sufficient insurance proceeds (excluding the amount of any policy deductible) to repair all damage to the Premises caused by any Casualty and (d) the uninsured cost, as agreed to by Landlord and Tenant, to make the repairs that are not covered by the insurance exceeds $50,000, then notwithstanding anything to the contrary in Sections 11.1, 11.2 and 11.3, Landlord may, at Landlord’s option, by notifying Tenant within 60 days after the Casualty, notify Tenant of Landlord’s election to terminate this Lease effective on the date 60 days after the date of Landlord’s notice. If Landlord notifies Tenant of its election to terminate this Lease as provided in Section 11.9 and at least two (2) years remain in the Term (or if less than two (2) years remain in the Term, the Extension remains and Tenant exercises the Extension), Tenant may rescind such termination, by delivering written notice to Landlord (an “Uninsured Casualty Notice”) within thirty (30) days after delivery of Landlord’s termination notice that Tenant rescinds such termination and, in such event, Tenant agrees to pay the difference between (i) the aggregate amount of insurance proceeds Landlord receives and the amount of any deductible (which deductible amount Landlord shall be liable for); and (ii) the cost to repair all damage to the Premises caused by the Casualty (the “Uninsured Casualty Amount”). If Tenant delivers an Uninsured Casualty Notice as provided in this Section 11.9, this Lease shall continue in full force and effect, provided that Tenant delivers the Uninsured Casualty Amount (or any portion thereof) to a construction proceed escrow mutually selected by Landlord and Tenant within thirty (30) days after Landlord’s written request to Tenant, which amounts will be disbursed to Landlord’s contractor according to industry standards.

ARTICLE 12
EMINENT DOMAIN

12.1 Termination of Lease. If a Condemning Authority desires to effect a Taking of all or any material part of the Premises, Landlord will notify Tenant within ten (10) Business Days following Landlord’s receipt of notice thereof and Landlord and Tenant will reasonably determine whether the Taking will render the Premises unsuitable for Tenant’s intended purposes. If all of the Building or all of the Premises are taken by a Taking, this Lease terminates as of the earlier of (i)the date Tenant is required to vacate the Premises or (ii) the date title passes to the Condemning Authority. If less than all of the Premises or Building are taken by a Taking and Landlord and Tenant conclude that the Taking will render the Premises unsuitable for Tenant’s intended purposes (in Landlord’s and Tenant’s reasonable discretion), Landlord and Tenant will document such determination and this Lease will terminate as of the earlier of date the Condemning Authority takes possession of the portion of the Premises taken or the date Tenant is required to vacate the Premises. Tenant will pay Rent to the date of termination.

12.2 Landlord’s Repair Obligations. If this Lease does not terminate with respect to the entire Premises under Section 12.1 and the Taking includes a portion of the Premises, this Lease automatically terminates as to the portion of the Premises taken as of the date set forth in Section 12.1

above and Landlord will, at its sole cost and expense, restore the remaining portion of the Premises to a complete architectural unit, in compliance with all Laws, with all commercially reasonable diligence and speed and will reduce the Basic Rent for the period after the date the Condemning Authority takes possession of the portion of the Premises taken to a sum equal to the product of the Basic Rent provided for in this Lease multiplied by a fraction, the numerator of which is the rentable area of the Building after the Taking and after Landlord restores the Premises to a complete architectural unit, in compliance with all Laws, and in comparable condition to its condition prior to such Taking, and the denominator of which is the rentable area of the Building prior to the Taking. Tenant’s obligation to pay Basic Rent will abate on a proportionate basis with respect to that portion of the Building remaining after the Taking that Tenant is unable to use during Landlord’s restoration for the period of time that Tenant is unable to use such portion of the Building.

12.3 Tenant’s Participation. Except as otherwise provided herein, Landlord is entitled to receive and keep all damages, awards or payments resulting from or paid on account of a Taking. Tenant shall, however, have the right to claim from the condemning authority all compensation that may be recoverable by Tenant on account of any loss incurred by Tenant, including loss due to the Initial Improvements and Alterations to the Premises paid for by Tenant, removing Tenant’s merchandise, furniture, trade fixtures, and equipment or for damage to Tenant’s business, loss of business, and/or loss of leasehold interest; provided, however, that (i) Tenant may claim such damages only if they are awarded separately in the eminent domain proceeding and not as part of Landlord’s damages and such award to Tenant does not diminish Landlord’s award for such damages; and (ii) notwithstanding the foregoing, in the event that Landlord receives an award for damages and Tenant is not permitted to make a separate claim or receive a separate award for the aforementioned damages, Landlord’s award shall be apportioned between Landlord and Tenant, so that each party is compensated for the damages referenced in this Section 12.3. For purposes of this Section 12.3, Tenant shall be deemed to be the owner of the Initial Improvements and the Alterations until the end of the Term.

12.4 Exclusive Taking Remedy. The provisions of this Article 12 are Tenant’s sole and exclusive rights and remedies in the event of a Taking. To the fullest extent allowable under the Laws, Tenant waives the benefits of any Laws (including, without limitation, California Code of Civil Procedure Section 1265.130 and any successor statutes or laws) that provide Tenant any abatement or termination rights or any right to receive any payment or award (by virtue of a Taking) not specifically described in this Article 12.

12.5 Caltrain Use. Tenant and Landlord acknowledge and agree that: (a) Landlord has informed Tenant that Caltrain has been in discussions with Landlord about installing an underground train line under a portion of the surface of the Land along Townsend Street between Second Street and Third Street; (b) if, during the Term of the Lease, the installation of such train line materially interferes with Tenant’s use of the Premises so that the Premises cannot be used for the Permitted Use, the installation of such train line shall be considered a Taking for purposes of this Article 12 and Tenant shall have the right to terminate this Lease as provided in Section 12.1 and receive from the Condemning Authority (or Landlord, as applicable) proceeds as provided in Section 12.3. Landlord’s obligation to pay any amounts to Tenant pursuant to this Article 12 shall survive the expiration or earlier termination of this Lease.

ARTICLE 13
TRANSFERS

13.1 Restriction on Transfers. Except as provided in Section 13.4, Tenant will not cause or allow a Transfer without obtaining Landlord’s prior written consent, which consent will not be

unreasonably withheld, conditioned or delayed. Tenant’s request for consent to a Transfer must set forth the parties, material terms, and portion of the Premises proposed to be involved in the Transfer. Landlord will notify Tenant of Landlord’s election to consent or withhold consent within ten (10) Business Days of Landlord’s receipt of such a written request for consent to the Transfer from Tenant (and if Landlord fails to notify Tenant within five (5) Business Days after Tenant has provided a written reminder notice to Landlord that Landlord failed to respond within the initial ten (10) Business Day period, then Landlord’s consent is deemed given). If Landlord does not consent to a proposed Transfer, Landlord shall provide Tenant with a reasonably detailed written explanation as to the reasons for withholding such consent. Tenant will provide Landlord with any additional information Landlord reasonably requests regarding the proposed Transfer or the proposed transferee. No Transfer shall release Tenant from any liability or obligation under this Lease and Tenant remains liable to Landlord after such a Transfer as a principal and not as a surety. Any attempted Transfer in violation of this Lease is null and void and constitutes an Event of Default under this Lease.

13.2 Form of Landlord’s Consent; Costs. In connection with any request hereunder by Tenant for Landlord’s consent to a proposed sublease, Landlord and Tenant hereby agree to use the form of consent attached hereto as Exhibit “E”. Tenant will pay to Landlord, as Additional Rent, reasonable, actual, out-of-pocket costs and expenses that Landlord incurs in connection with any Transfer requiring Landlord’s consent hereunder, including, without limitation, reasonable attorneys’ fees and costs, regardless of whether Landlord consents to the Transfer, which costs and expenses shall not exceed One Thousand Five Hundred and 00/100 Dollars ($1,500.00) for each request for a consent to a Transfer; provided, however, notwithstanding the foregoing, if no material changes are made by the parties to the form of consent attached hereto as Exhibit “E”, the costs and expenses payable by Tenant pursuant to this Section 13.2 shall not exceed Five Hundred Dollars ($500.00) for each request to a consent to a Transfer.

13.3 Landlord’s Consent Standards. For purposes of Section 13.1 and In addition to any other reasonable grounds for denial, Landlord’s consent to a Transfer will be deemed reasonably withheld if, in Landlord’s good faith judgment, any one or more of the following apply: (a) the use of the Premises under the proposed Transfer is not the Permitted Use or violates any applicable Laws or provision of this Lease, (b) the transferee is a government (or agency or instrumentality thereof) or (c) an Event of Default exists under this Lease at the time Tenant requests consent to the proposed Transfer.

13.4 Permitted Transfers. Notwithstanding the foregoing provisions of this Article 13, provided no Event of Default exists under this Lease, Tenant may, without Landlord’s consent, assign or sublet all or a portion of this Lease or the Premises (hereinafter collectively referred to as a “Permitted Transfer”) to (i) an Affiliate of Tenant or (ii) an entity into which Tenant is merged or consolidated if Tenant (a) notifies Landlord at least ten (10) Business Days prior to the Permitted Transfer, (b) provides Landlord with information reasonably satisfactory to Landlord to determine that the net worth of the successor entity is equal to or greater than the net worth of Tenant both as of the Commencement Date and at the time immediately prior to such transfer or assignment, and (c) furnishes Landlord with a written document executed by such assignee or subtenant in which such entity assumes all of Tenant’s obligations under this Lease. Section 13.2 shall not apply to any Permitted Transfers and no Permitted Transfer shall release Tenant from any of its obligations hereunder, nor result in any change in the permitted use of the Premises.

ARTICLE 14
DEFAULTS; REMEDIES

14.1 Events of Default. The occurrence of any of the following constitutes an “Event of Default” by Tenant under this Lease. Landlord and Tenant agree that the notices required by this Section 14.1 are intended to satisfy any and all notice requirements imposed by the Laws and are not in addition to any such requirements.

14.1.1 Failure to Pay Rent or Deliver the Letter of Credit. Tenant fails to pay Basic Rent, Excess Insurance Expenses or any other Additional Rent amount or deliver the initial Letter of Credit (defined in Exhibit F) or any replacement or renewal thereof as and when due and such failure is not cured within five days after Tenant’s receipt of written notice from Landlord that such amount or Letter of Credit, as applicable, is past due.

14.1.2 Failure to Perform. Tenant breaches or fails to perform any of Tenant’s nonmonetary obligations under this Lease (other than the obligations specified in Section 14.1.1 or Section 14.1.4) and such breach or failure is not cured within 30 days after Tenant’s receipt of written notice from Landlord of Tenant’s breach or failure; provided that if Tenant is not able through the use of commercially reasonable efforts to cure such breach or failure within such 30 day period, Tenant’s breach or failure is not an Event of Default if Tenant commences to cure such breach or failure within the 30 day period and thereafter diligently pursues the cure and effects the cure.

14.1.3 Insolvency. The occurrence of any one or more of the following: (a) Tenant’s filing of a petition under any chapter of the Bankruptcy Code, or under any federal, state or foreign bankruptcy or insolvency statute now existing or hereafter enacted, or Tenant’s making a general assignment or general arrangement for the benefit of creditors; (b) the filing of an involuntary petition under any chapter of the Bankruptcy Code, or under any federal, state or foreign bankruptcy or insolvency statute now existing or hereafter enacted, or the filing of a petition for adjudication of bankruptcy or for reorganization or rearrangement, by or against Tenant and such filing not being dismissed within 60 days; (c) the entry of an order for relief under any chapter of the Bankruptcy Code, or under any federal, state or foreign bankruptcy or insolvency statute now existing or hereafter enacted; (d) the appointment of a “custodian,” as such term is defined in the Bankruptcy Code (or of an equivalent thereto under any federal, state or foreign bankruptcy or insolvency statute now existing or hereafter enacted), for Tenant, or the appointment of a trustee or receiver to take possession of substantially all of Tenant’s assets (or Tenant’s assets located at the Premises) or of Tenant’s interest in this Lease; or (e) the subjection of all or substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease to attachment, execution or other judicial seizure. If a court of competent jurisdiction determines that any act described in this Section 14.1.3 does not constitute an Event of Default, and the court appoints a trustee to take possession of the Premises (or if Tenant remains a debtor in possession of the Premises) and such trustee or Tenant Transfers Tenant’s interest hereunder, then Landlord is entitled to receive the same amount of Additional Rent as Landlord would be entitled to receive if such a Transfer had occurred pursuant to Section 13.1.

14.1.4 Assignment or Sublease in Violation of Article 13. Tenant causes or allows a transfer of the Premises or this Lease in violation of the terms and conditions of Article 13 and such violation is not cured within ten (10) Business Days following Tenant’s receipt of written notice from Landlord of Tenant’s violation.

14.2 Remedies. Upon the occurrence of any Event of Default, Landlord may at any time and from time to time, without notice or demand (subject to applicable Laws) and without preventing Landlord from exercising any other right or remedy, exercise any one or more of the following remedies:

14.2.1 Termination of Tenant’s Possession. Terminate Tenant’s right to possession of the Premises at any time by any lawful means, in which case this Lease shall terminate and Tenant must immediately surrender possession of the Premises to Landlord. In such event, Landlord will be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default, including, without limitation, (a) the worth at the time of the award of the unpaid Rent which had been earned at the time of the termination; (b) the worth at the time of the award of the amount by which the unpaid Rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (c) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (d) any other reasonable amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, court costs, any costs or expenses Landlord incurs in maintaining or preserving the Premises after such default, the cost of recovering possession of the Premises, expenses of reletting, including renovation or alteration of the Premises, Landlord’s reasonable attorneys’ fees incurred in connection therewith, and any reasonable real estate commission paid. As used in subparts (a) and (b) above, the “worth at the time of the award’’ is computed by allowing interest at the Maximum Rate. As used in subpart (c) above, the “worth at the time of the award” is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one percent (1%).

14.2.2 Continue Lease in Effect. Continue the Lease in effect, in which case Landlord will be entitled to enforce all of Landlord’s rights and remedies under this Lease, including the right to recover Rent as it becomes due. Landlord has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only to reasonable limitations).

14.2.3 Reletting Following Termination of Lease. After an Event of Default and Landlord’s termination of the Lease and Tenant’s right to possession of the Premises, Landlord may, to the extent allowable under the Laws, and in Landlord’s sole and absolute discretion (but without obligation) elect to enter into the Premises and relet them, or any part of them, to third parties. To the extent permitted by applicable Laws, Tenant shall be immediately liable to Landlord for all reasonable costs Landlord incurs in reletting the Premises, including brokers’ commissions, expenses of remodeling the Premises, and like costs. Reletting can be for a period shorter or longer than the remaining Term of this Lease. If Landlord elects to relet the Premises pursuant to this Section 14.2.3, Rent that Landlord receives from reletting will be applied to the payment of: (a) first, any indebtedness from Tenant to Landlord other than Rent due from Tenant; (b) second, all costs, including costs incurred by Landlord in reletting; and (c) third, Rent due and unpaid under this Lease. No act by Landlord allowed by this Section 14.2.3 will terminate this Lease unless Landlord notifies Tenant in writing that Landlord elects to terminate this Lease.

14.2.4 Right of Landlord to Re-Enter. In the event of any termination of this Lease, Landlord shall have the immediate right to enter upon and repossess the Premises, and, provided Tenant has not reclaimed such personal property within twenty (20) days following Tenant’s receipt of notice

from Landlord, any personal property of Tenant may be removed by Landlord from the Premises and stored in any public warehouse at the risk and expense of Tenant.

14.2.5 Other Remedies. Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decisions of the state in which the Premises is located. All rights and remedies of Landlord under this Lease are cumulative and the exercise of one or more remedies at any time or from time to time does not limit or preclude the further exercise by Landlord of the same or any other rights or remedies at any time or from time to time.

14.3 Waiver of Redemption. Tenant waives any right of redemption from forfeiture under any Laws including, without limitation, California Code of Civil Procedure Sections 1174 and 1179.

14.4 Waiver of Redemption. Tenant waives any right of redemption from forfeiture under any Laws including, without limitation, California Code of Civil Procedure Sections 1174 and 1179.

14.5 Landlord’s Default. Landlord will not be in default under this Lease unless Landlord breaches or fails to perform any of Landlord’s obligations under this Lease and the breach or failure continues for a period of 30 days after Tenant notifies Landlord in writing of Landlord’s breach or failure (a “Landlord Default”); provided that if Landlord is not able through the use of commercially reasonable efforts to cure the breach or failure within such 30 day period, Landlord’s breach or failure shall not be a Landlord Default as long as Landlord commences to cure its breach or failure within the 30 day period and thereafter diligently pursues the cure to completion. If Landlord commits a Landlord Default, Tenant, in addition to any remedies available under the law, may, without being obligated and without waiving the Landlord Default, cure the Landlord Default and offset such amounts as provided in Section 7.3.

14.6 No Waiver. No failure by either Landlord or Tenant to insist upon the performance of any provision of this Lease or to exercise any right or remedy upon a breach or default hereof constitutes a waiver of any such breach or default. Any such waiver may be made only by a writing signed by the party providing the waiver. One or more waivers by a party is not to be construed as a waiver by that party of a subsequent breach or default of the same provision.

ARTICLE 15
CREDITORS; ESTOPPEL CERTIFICATES

15.1 Subordination. Subject to Tenant’s receipt of a non-disturbance agreement in form reasonably acceptable to Tenant (“SNDA”) from the holder of any existing or future Mortgage, this Lease, all rights of Tenant in this Lease, and all interest or estate of Tenant in the Premises, is subject and subordinate to any existing or future Mortgage. The subordination to any future Mortgage provided for in this Section is expressly conditioned upon the Mortgage holder’s execution of an SNDA evidencing the Mortgage holder’s agreement that as long as no Event of Default occurs under this Lease, the holder of the Mortgage (and any purchaser at the foreclosure of any Mortgage) will not disturb Tenant’s rights of possession and quiet enjoyment under this Lease. Tenant will, within twenty (20) days following request, execute and deliver to Landlord an SNDA with the holder of a future Mortgage. Subject to Tenant’s receipt of the SNDA, Tenant will, within twenty (20) days of request, execute and deliver to Landlord or to any other person Landlord designates any commercially reasonable instruments or other documents reasonably required to confirm subordination of this Lease as provided in this Section to any Mortgage. The lien of any existing or future Mortgage will not cover Tenant’s Personal Property. Landlord represents and warrants to Tenant effective as of the Effective Date, there is no existing Mortgage.

15.2 Attornment. If any ground lessor, the holder of any Mortgage at a foreclosure sale or any other transferee acquires Landlord’s interest in this Lease or the Premises, subject to Tenant’s receipt of an SNDA in form reasonably acceptable to Tenant from the holder of such Mortgagee or any transferee, Tenant will attorn to and recognize such transferee or successor as Landlord under this Lease. Tenant waives the protection of any statute or rule of law that gives or purports to give Tenant any right to terminate this Lease or surrender possession of the Premises upon the transfer of Landlord’s interest.

15.3 Mortgagee Protection Clause. At the same time Tenant notifies Landlord, Tenant will give the holder of any Mortgage, by registered mail, a copy of any notice of default Tenant serves on Landlord, provided that Landlord has previously notified Tenant in writing pursuant to this Lease of the name and address of such holder. If Landlord, Tenant, and the holder of any Mortgage enter into any separate agreement regarding the matters addressed in Sections 15.1, 15.2 and 15.3 of this Lease, then to the extent of any conflict between the provisions of such separate agreement and the provisions of Sections 15.1,15.2 or 15.3 of this Lease, the provisions of such separate agreement shall control.

15.4 Estoppel Certificates.

15.4.1 Contents. Upon either party’s (the “Requesting Party’s”) written request, the other party (the “Non-Requesting Party”) will execute, acknowledge and deliver to the Requesting Party a written statement in form satisfactory to the Requesting Party certifying: (a) that this Lease (and all guaranties, if any) is unmodified and in full force and effect (or, if there have been any modifications, that this Lease is in full force and effect, as modified, and stating the modifications); (b) that this Lease has not been canceled or terminated; (c) the last date of payment of Rent and the time period covered by such payment; (d) whether there are then existing any breaches or defaults by the Requesting Party under this Lease known to the Non-Requesting Party, and, if so, specifying the same; (e) specifying any existing claims or defenses in favor of the Non-Requesting Party against the enforcement of this Lease (or of any guaranties); and (f) such other factual statements as the Requesting Party, any lender, prospective lender, investor or purchaser may request. The Non-Requesting Party will deliver the statement to the Requesting Party within 10 Business Days after the Requesting Party’s request. The Requesting Party may give any such statement by the Non-Requesting Party to any lender, prospective lender, investor or purchaser of all or any part of the Premises and any such party may conclusively rely upon such statement as true and correct.

15.4.2 Failure to Deliver. If the Non-Requesting Party does not timely deliver to the Requesting Party the statement referenced in Section 15.4.1, the Requesting Party and any lender, prospective lender, investor or purchaser may conclusively presume and rely that, except as otherwise represented by the Requesting Party, (a) the terms and provisions of this Lease have not been changed; (b) this Lease has not been canceled or terminated; (c) not more than one month’s Rent has been paid in advance; and (d) the Requesting Party is not in default in the performance of any of its obligations under this Lease. In such event, the Non-Requesting Party is estopped from later contesting any inaccuracy in such presumptions.

ARTICLE 16
SURRENDER; HOLDING OVER

16.1 Surrender of Premises. Tenant will surrender the Premises to Landlord at the expiration or earlier termination of this Lease in good order, condition and repair, reasonable wear and tear, Casualty and Taking and Landlord’s repair and maintenance and other obligations hereunder excepted, and will surrender all keys to the Premises to Property Manager or to Landlord at the place then fixed for Tenant’s

payment of Basic Rent or as Landlord or Property Manager otherwise directs. Tenant will at such time remove all of Tenant’s Personal Property from the Premises and, provided that Landlord notified Tenant in writing at the time of Landlord’s consent to a Major Alterations, as provided pursuant to Section 8.1 above, that removal of such portions of the Major Alterations was required, all such specified Alterations Tenant placed on the Premises. Tenant will promptly repair any damage to the Premises caused by such removal. Tenant will also inform Landlord of all combinations on locks, safes and vaults, if any, that Tenant is allowed to leave at the Premises. To the fullest extent allowable under the Laws, Tenant will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against any Claims resulting from Tenant’s failure or delay in surrendering the Premises in accordance with this Section. Following the expiration or earlier termination of the Term of this Lease, subject to applicable Laws, all property of Tenant not removed on or before the last day of the Term is deemed abandoned. Landlord may remove all such abandoned property from the Premises and cause its transportation and storage in a public warehouse or elsewhere at the cost and for the account of Tenant, and if Tenant fails to pay the storage charges therefor Landlord may, subject to applicable Laws, cause such property to be sold or otherwise disposed of without further obligation or any accounting to Tenant. Except to the extent arising from landlord’s negligence or willful misconduct. Landlord will not be liable for damage, theft, misappropriation or loss of any such property or in any other manner in respect thereto.

16.2 Holding Over. If Tenant remains In possession of the Premises after the Term expires or is otherwise terminated without executing a new lease and without Landlord’s prior written consent, then Tenant is deemed to be occupying the Premises without claim of right (but subject to all provisions, conditions and obligations of this Lease) and, in addition to Tenant’s liability for failing to surrender possession of the Premises as provided in Section 16.1 and all other rights and remedies of Landlord related to such holding over, Tenant will pay Landlord a charge for each day of occupancy after the Term in an amount equal to 150% of the Basic Rent payable by Tenant in the last year of the Term (on a daily basis), plus Excess Insurance Expenses and all other Additional Rent applicable to such holdover period as described in this Lease.

ARTICLE 17
INITIAL IMPROVEMENTS

The Initial Improvements will be installed by Tenant (or on Tenant’s behalf), at Tenant’s sole cost and expense, In accordance with the Work Letter. Upon completion of the Initial Improvements, the Initial Improvements (to the extent permanently attached to the Premises) shall become part of the realty of which the Premises is a part and be deemed to be owned by Landlord, and Tenant shall not have any obligation to remove such Initial Improvements (or any replacements thereof) at the expiration or earlier termination of the Lease. Landlord shall have no obligation to pay for any of the Initial Improvements or be required to install any of the Initial Improvements. Within sixty (60) days after completion of the Initial Improvements, Tenant shall provide written notice to Landlord of the total cost of the Initial Improvements incurred by Tenant, together with reasonable backup documentation supporting the cost of the Initial Improvements incurred by Tenant.

ARTICLE 18
ADDITIONAL PROVISIONS

18.1 Security Deposit. [***]

18.2 Signage. Tenant may install and utilize throughout the Term, at Tenant’s sole cost and expense, all signage permitted upon the interior and exterior of the Premises by applicable Laws; provided, however, all signs proposed by Tenant for the exterior of the Building shall be subject to Landlord’s prior written approval, which approval will not be unreasonably withheld, conditioned or delayed. Tenant may not install signage on the exterior of the Building for the primary purpose of advertising for third parties who are not subleasing or occupying space in the Building (including, but not limited to, billboards). Any and all signs placed on the Premises by Tenant shall be maintained in compliance with rules and regulations governing such signs and all Laws, and Tenant shall be responsible to repair any damage caused by installation, use or maintenance of said signs. Tenant, upon the expiration or earlier termination of this Lease, shall remove such signs and repair all damage incident to such removal.

18.3 [Intentionally Deleted.]

18.4 [***]

18.5 No Access Rights at Rear of Premises. Tenant acknowledges and agrees that (a) there are no current access rights or easement rights that provide Landlord or any tenants of the Premises the right to access Stanford Street through the rear of the Premises and (b) Tenant shall (and shall use commercially reasonable efforts to not permit any of the Tenant Parties) to access Sanford Street across the properties locate to the Northeast of the Premises (other than the public sidewalk).

18.6 Increase In Rentable Square Feet. If the rentable square feet of the Premises increases for purposes of the Permitted Use, from the rentable square feet of the Premises as of the Effective Date, as a result of the Initial Improvements or Alterations made by Tenant or on Tenant’s behalf which increase the physical size of the Building (e.g. the construction by Tenant of a new floor or floor(s) to the Building), effective on the date of completion of such improvements, monthly Basic Rent shall be increased an amount equal to

18.7 Letter of Credit. [***]

ARTICLE 19
MISCELLANEOUS PROVISIONS

19.1 Notices. All Notices must be in writing and must be sent by personal delivery, by United States registered or certified mail (postage prepaid), or by an independent overnight courier service, addressed to the addresses specified in the Basic Terms or at such other place as either party may designate to the other party by written notice given in accordance with this Section. Notices given by mail are deemed delivered within four Business Days after the party sending the Notice deposits the Notice with the United States Post Office. Notices delivered by courier are deemed delivered on the next Business Day after the day the party delivering the Notice timely deposits the Notice with the courier for overnight (next day) delivery.

19.2 Transfer of Landlord’s Interest. If Landlord Transfers (other than for collateral security purposes) its ownership interest in the Premises, the transferor is automatically relieved and released of all obligations on the part of Landlord arising and accruing under this Lease from and after the date of the Transfer, but only to the extent that (a) the transferee agrees in writing to assume such obligations, and (b) the transferor delivers or credits to the transferee any funds the transferor holds in which Tenant has an interest (such as a security deposit or letter of credit). Landlord’s covenants and obligations in this Lease bind each successive Landlord only during and with respect to matters arising and accruing during each

successive landlord’s respective period of ownership. However, notwithstanding any such Transfer, each transferor and its respective “Landlord Parties” remain entitled to the benefits of Tenant’s releases and indemnity and insurance obligations (and similar obligations) under this Lease with respect to matters arising and accruing during such transferor’s period of ownership.

19.3 Successors. Subject to the express provisions of this Lease, the covenants and agreements contained in this Lease (a) bind Landlord and its successors and assigns, and inure to the benefit of Landlord, its successors and assigns; and (b) bind Tenant and its successors and assigns and inure to the benefit of Tenant and its permitted successors and assigns.

19.4 Captions and Interpretation. The captions of the articles and sections of this Lease are to assist the parties in reading this Lease and are not a part of the terms or provisions of this Lease. Whenever required by the context of this Lease, the singular includes the plural and the plural includes the singular.

19.5 Relationship of Parties. This Lease does not create, between the parties to this Lease, the relationship of principal and agent, or of partnership or joint venture, or any other association or relationship, other than that of landlord and tenant.

19.6 Entire Agreement; Amendment. The Basic Terms and all exhibits, addenda and schedules attached to this Lease are incorporated into and made a part of this Lease as though fully set forth in this Lease and together with this Lease contain the entire agreement between the parties with respect to the improvement and leasing of the Premises. All prior and contemporaneous negotiations, including, without limitation, any letters of intent or other proposals and any drafts and related correspondence, are merged into and superseded by this Lease. No subsequent alteration, amendment, change or addition to this Lease is binding on Landlord or Tenant unless it is in writing and signed by Landlord and Tenant.

19.7 Severability. If any covenant, condition, provision, term or agreement of this Lease is, to any extent, held invalid or unenforceable, the remaining portion thereof and all other covenants, conditions, provisions, terms and agreements of this Lease will not be affected by such holding, and will remain valid and in force to the fullest extent permitted by law.

19.8 Landlord’s Limited Liability. Tenant will look solely to Landlord’s interest in the Premises (and any rent income and proceeds arising therefrom) for recovering any judgment or collecting any obligation from Landlord or any other Landlord Party. Tenant agrees that no individual officer or employee of Landlord or any other individual officer or employee of any Landlord Party will be personally liable hereunder for any judgment or deficiency decree. In no event shall either party be liable to the other for consequential, indirect, special or punitive damages.

19.9 Survival. All of a party’s obligations under this Lease accruing prior to expiration or other termination of this Lease, or which this Lease expressly states are to survive termination, will survive the expiration or other termination of this Lease until fully paid and/or performed by such party. Interest on surviving payment obligations will continue to accrue at the rates stated in this Lease until fully paid. Further, all releases and indemnification, defense and hold harmless obligations under this Lease survive the expiration or other termination of this Lease until any possible Claims to which the same might apply have been absolutely barred by all applicable statutes of limitation.

19.10 Attorneys’ Fees. If either Landlord or Tenant commences any litigation or judicial action to determine or enforce any of the provisions of this Lease, the prevailing party in any such litigation or

judicial action is entitled to recover all of its costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs and expenditures) from the non-prevailing party.

19.11 Brokers. Landlord and Tenant each represents and warrants to the other that it has not had any dealings with any realtors, brokers, finders or agents in connection with this Lease (except for the Brokers) and each releases and agrees to indemnify the other from and against any Claims based on the indemnifying party’s breach of the foregoing representation and warranty. Landlord will pay the Brokers named in the Basic Terms in accordance with the applicable listing agreement executed by Landlord for the Premises and shall indemnify and hold Tenant harmless from any and all Claims for a commission, fee or other compensation made by such Brokers.

19.12 Chance Events. To the fullest extent allowable under the Laws, but subject to the last sentence of this Section 19.12 and as otherwise provided in this Lease, Tenant agrees that the Landlord Parties are not liable to Tenant for, and Tenant releases the Landlord Parties from and waives, any and all Claims resulting or arising, directly or indirectly, from (a) any breakage, defect, insufficiency, inadequacy, malfunction, interruption, failure, breakdown or similar problem in the Premises; or (b) any occurrence, event, situation, activity, injury, emergency, condition or happening whatsoever at the Premises, regardless of the cause (including, without limitation, any (i) act, omission, negligence, fault or misconduct of other tenants or occupants of, or visitors to, the Premises; or (ii) Force Majeure. Nothing in this Section, however, relieves Landlord from any liability td Tenant (and the foregoing release and waivers of Claims shall not apply to) (A) Claims resulting or arising, directly or indirectly from the breach of any obligation of Landlord which is expressly set forth in this Lease; (B) with respect to any remedy of Tenant which is expressly set forth in this Lease; (C) any and all Claims resulting or arising, directly or indirectly, from Landlord’s negligence or willful misconduct; or (D) Landlord’s obligations pursuant to any provision of this Lease, including, without limitation, Section 7.1 and Articles 10, 11 and 12 of this Lease.

19.13 Governing Law. This Lease is governed by, and must be interpreted under, the internal laws of the state in which the Premises is located. Any suit against Landlord or Tenant relating to this Lease must be brought in the county in which the Premises is located or, if the suit is brought in federal court, in any federal court appropriate for suits arising in such county; Landlord and Tenant waive the right to bring suit against each other elsewhere.

19.14 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor.

19.15 Joint and Several Liability. If more than one party is signing this Lease on behalf of a party, all of such parties are jointly and severally liable for performing all of such party’s obligations under this Lease.

19.16 Independent Obligations. Except for any right of offset or abatement which may be expressly and specifically set forth in this Lease, Tenant’s covenants and obligations to pay Rent are independent from any of Landlord’s covenants, obligations, warranties or representations in this Lease.

19.17 Authority. Each party signing this Lease separately represents and warrants that such party and the individuals executing this Lease on behalf of such party are duly authorized to sign on behalf of and to bind such party and that this Lease is a duly authorized, binding and enforceable obligation of such party.

19.18 Force Majeure. Except as otherwise expressly provided herein, if either party is delayed in or prevented from performing any obligation under this Lease (excluding, however, the payment of money) by reason of Force Majeure, such party’s performance of such obligation will be excused for a period equal to the period of delay actually caused by the Force Majeure event. Except as otherwise expressly provided herein, in no event will the occurrence of any event of Force Majeure excuse or suspend any of Tenant’s obligations to pay Rent under this Lease after the Commencement Date has occurred.

19.19 Management. Property Manager is authorized to manage the Premises. Landlord appointed Property Manager to act as Landlord’s agent for managing and operating the Premises. The Property Manager then serving is authorized to take actions and give notices and demands under this Lease on Landlord’s behalf.

19.20 Financial Statements. In the event of (i) an Event of Default, or (ii) a proposed financing or sale of the Building, or (iii) a proposed Transfer by Tenant of Tenant’s entire interest in the Premises or this Lease, then within fifteen (15) days after Landlord’s written request from time to time (but no more often than twice per calendar year with respect to each of a proposed financing or sale of the Premises) Tenant shall furnish Landlord with true and complete copies of its most recent annual and quarterly financial statements prepared by Tenant or Tenant’s accountants and any other financial information or summaries that Tenant typically provides to its lenders or shareholders in the ordinary course of business. Landlord shall keep such financial information confidential and shall only disclose such information to Landlord’s lenders, consultants, purchasers or investors, or other agents (who shall be subject to the same confidentiality obligations) on a need to know basis in connection with the administration of this Lease.

19.21 No Recording. Tenant will not record this Lease or any memorandum of this Lease.

19.22 CASP Disclosure. California Civil Code Section 1938 requires Landlord to notify Tenant whether the Premises has undergone inspection by a Certified Access Specialist (“CASp”), as defined in California Civil Code Section 55.52. Landlord hereby states to Tenant that, as of the date this Lease is executed, the Premises has not undergone such inspection.

19.23 Nondisclosure of Lease Terms. The terms and conditions of this Lease constitute proprietary information that Tenant and Landlord will keep confidential. Disclosure of the terms and conditions of this Lease could adversely affect the other party’s ability to negotiate other leases and, with respect to Tenant, impair Tenant’s relationship with its subtenants. Accordingly, Landlord and Tenant will not, directly or indirectly, disclose the terms and conditions of this Lease to any other tenant or prospective tenant of the Premises or to any other person or entity other than their respective employees, attorneys, prospective buyers of the Premises, financial advisors, lenders and agents (and in the case of Tenant, Tenant’s subtenants or prospective subtenants) who have a legitimate need to know such information (and who will also keep the same in confidence) unless, and only to the extent, any such disclosure is required by law or appropriate judicial order

19.24 Construction of Lease and Terms. The terms and provisions of this Lease are the result of negotiations between Landlord and Tenant, each of which are sophisticated parties and each of which has been represented or been given the opportunity to be represented by legal counsel and/or other advisors of its own choosing, and neither of which has acted under any duress or compulsion, whether legal, economic or otherwise. Consequently, the terms and provisions of this Lease are to be interpreted and construed in accordance with their usual and customary meanings, and Landlord and Tenant each waive the application of any rule of law that ambiguous or conflicting terms or provisions are to be

interpreted or construed against the party who drafted the same. Landlord’s submission of this instrument to Tenant in draft or final form for examination or signature does not constitute any reservation of, or agreement or option to lease, the Premises. When executed by Tenant and delivered to Landlord, this Lease will be construed as an offer from Tenant to lease the Premises on the terms set forth in this Lease. Tenant’s offer to lease may be accepted, and a binding agreement between Tenant and Landlord created, only by Landlord’s execution of this Lease and delivery of the fully-executed Lease to Tenant. Once so delivered by Landlord, this Lease shall be deemed effective as of the Effective Date.

19.25 Rooftop Rights. Subject to applicable Laws and Landlord’s approval, which shall not be unreasonably withheld, delayed or conditioned, Tenant shall have the right to install and maintain telecommunications and other equipment on the roof of the Building (“Telecommunications Equipment”) throughout the Term provided such Telecommunications Equipment (a) directly serves Tenant and/or other occupants of the Building, (b) do not void any roof warranties, and (c) comply with Article 8 governing Alterations. Tenant’s installation, operation and maintenance of the Telecommunications Equipment is subject to Tenant receiving and maintaining all governmental approvals required for the Telecommunications Equipment. All Telecommunications Equipment will remain the personal property of Tenant (or any subtenant or assignee of Tenant, as applicable), will be located and maintained at Tenant’s sole cost and risk, and must be properly removed by Tenant at the end of the Term pursuant to the provisions of Article 16.

Landlord and Tenant have each caused this Lease to be executed and delivered as of the Effective Date by their duly authorized representatives.


LANDLORD:

NORTHSHORE RESOURCES V LP,
[***]

By:			Northshore Resources, Inc.,
[***]

By:			/s/ John V. Fox, President

By:			/s/ Jeffery Fox, CFO/Secretary

Dated:			January 30, 2015

TENANT:

SOMA HUB LLC,
[***]

By:			/s/ Allan Young

Name:			Allan Young

Title:			Managing Member

Dated:			January 30, 2015

EXHIBIT “A”

DEFINITIONS

“Additional Rent” means any charge, fee or expense (other than Basic Rent) payable by Tenant under this Lease, however denoted.

“Affiliate” means, with respect to any person or entity, any other person or entity that, directly or indirectly, controls, is controlled by or is under common control with such person or entity. For purposes of this definition, “control” means possessing the power to direct or cause the direction of the management and policies of the entity by the ownership of a majority of the voting securities of the entity.

“Alteration” means any change, alteration, addition or improvement to the Premises made by Tenant.

“Bankruptcy Code” means the United States Bankruptcy Code as the same now exists and as the same may be amended, including any and all rules and regulations issued pursuant to or in connection with the United States Bankruptcy Code now in force or in effect after the Effective Date.

“Base Year” means the one-year period commencing [***] and ending [***].

“Base Year Insurance Expenses” means the actual amount of Insurance Expenses paid by Landlord for the Base Year (which amount shall be subject to adjustment as provided in Section 3.2 of this Lease).

“Basic Rent” means the basic rent payable by Tenant under this Lease, initially in the amounts specified in the Basic Terms.

“Basic Terms” means the terms of this Lease identified as the “Basic Terms” located before Article 1 of this Lease.

“Brokers” shall mean the brokers specified in Paragraph 9 of the Basic Terms.

“Building” means that certain building containing approximately 45,000 rentable square feet as of the Effective Date, and all additions and Alterations thereto, existing on the Land, commonly known as 144 Townsend, San Francisco, California.

“Business Days” means any day other than Saturday, Sunday or a legal holiday in California.

“Casualty” means any physical loss, destruction or damage to property which is caused by fire, windstorm, hail, lightning, vandalism, theft, explosion, collision, accident, flood, earthquake, collapse, or any other peril or similar event (including, without limitation, malfunctions or failures of equipment, machinery, sprinkling devices, or air conditioning, heating or ventilation apparatus; occurrences or presence of water, snow, frost, steam, gas, sewage, sewer backup, odors, noise, hail or excessive heat or cold; broken or falling plaster, ceiling tiles, fixtures or signs; broken glass; or the bursting or leaking of pipes or plumbing fixtures).

“Claims” means ail claims, actions, demands, liabilities, damages, costs, penalties, forfeitures, losses or expenses including, without limitation, reasonable attorneys’ fees and the costs and expenses of enforcing any obligation under this Lease.

“Commencement Date” means the date a fully executed original or copy of this Lease and exclusive possession of the Premises, vacant and unoccupied, is delivered to Tenant.

“Condemning Authority” means any person or entity with a statutory or other power of eminent domain.

“Effective Date” means the date set forth in the first paragraph of this Lease.

“Estimated Insurance Expenses” means Landlord’s commercially reasonable, good faith estimate of the amount of Excess Insurance Expenses for the Expense Year at issue.

“Excess Insurance Expenses” means the total amount of actual Insurance Expenses for any Expense Year of the Term minus the total amount of Base Year Insurance Expenses, all as determined pursuant to Article 3.

“Expense Year” means each twelve (12) month period ([***] through [***]) of the Term following the expiration of the Base Year and such shorter period, if any, between the termination of the last full twelve (12) month Expense Year and the last day of the Term.

“Event of Default” means the occurrence of any of the events specified in Section 14.1 of this Lease or the occurrence of an event that this Lease expressly labels as an “Event of Default” in Section 13.1 of the Lease and in Section 1 of Exhibit “F” of this Lease.

“Fair Market Basic Rent” means the fair market base rental rate for the Premises for the Extension in relation to comparable (in quality, location and size) buildings and premises in the South of Market area of San Francisco, California, with due consideration given to the following factors regarding the Premises and Tenant, on the one hand, and the comparable buildings and tenants), on the other hand: (a) the financial condition of the tenant; (b) the location, quality and age of the building(s); (c) the extent and quality of leasehold improvements (existing or to be provided by the landlord) in the premises; (d) rent abatements, if any; (e) the location of the premises and proximity to public transportation; (f) the length of the term; (g) the nature and extent of services provided by the landlord; (h) expenses paid by tenants, if any; (i) any other concessions given; and (j) other pertinent factors. The Fair Market Basic Rent may include annual escalations.

“Force Majeure” means acts of God; strikes; lockouts; labor troubles; inability to procure materials; acts of war; terrorist actions; inclement weather; governmental laws or regulations; Casualty; orders or directives of any legislative, administrative, or judicial body or any governmental department; inability to obtain any licenses, permissions or authorities (despite commercially reasonable pursuit of such licenses, permissions or authorities); and other similar or dissimilar causes beyond either party’s reasonable control.

“Hazardous Materials” means any of the following, in any amount in excess of ordinary quantities typically used for office or retail use in compliance with applicable Hazardous Materials Laws: (a) any petroleum or petroleum product, asbestos in any form, urea formaldehyde and polychlorinated biphenyls; (b) any radioactive substance; (c) any toxic, infectious, reactive, corrosive, ignitable or flammable chemical or chemical compound; and (d) any chemicals, materials or substances, whether solid, liquid or gas, defined as or included in the definitions of “hazardous substances,” “hazardous wastes,” “Hazardous materials,” “extremely hazardous wastes,” “ restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “solid waste,” or words of similar import in any federal, state or local statute, law, ordinance or regulation now existing or existing on or after the Effective Date as the same

may be interpreted by government offices and agencies, including, without limitation, (i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents, (ii) oil or any petroleum products or fractions thereof, (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, (vii) radioactive materials and waste, and (viii) infectious waste; provided, however, that notwithstanding all of the foregoing, for all purposes of this Lease the term “Hazardous Materials” does not and is not intended to include fungus, mold or mildew of any type or kind, or any spores, secretions, or other substances or odors emanating from or relating to any fungus, mold or mildew of any type or kind.

“Hazardous Materials Laws” means any federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, and other authority, existing now or in the future, which classify, regulate, list or define Hazardous Materials,

“Initial Improvements” means the construction of the initial improvements to the Premises by Tenant (at Tenant’s sole cost and expense) as provided in the Work Letter. The Initial Improvements include all improvements to the Premises (including, without limitation, to the Building) made by Tenant (or on Tenant’s behalf by Tenant’s contractor or agent) for Tenant’s proposed use of the Building, including a new roof to the Building and other improvements as may be elected in Tenant’s sole discretion, which may include, without limitation, the following: mechanical, plumbing, electrical, fire/life safety improvements, ADA compliance, an additional elevator, triple pane windows, flooring, walls, lighting and skylights, widening the staircases per building code, interior finishing, seismic and ADA upgrades (as may be required by applicable governmental agencies) and exterior improvements, including, without limitation, lighting, signage and replacing the roof of the Building, as set forth more particularly in Exhibit C.

“Insurance Expenses” means the actual premiums paid by Landlord for the insurance policies required to be maintained by Landlord pursuant to this Lease with respect to the Premises pursuant to Section 10.2.1 of this Lease for a particular Expense Year during the Term. Landlord shall use commercially reasonable efforts to minimize Insurance Expenses in a manner consistent with prudent property management practices.

“Land” means that certain real property legally described on the attached EXHIBIT “B.”

“Landlord” means the landlord identified in this Lease (or any such successor-in-interest to Landlord’s interest or this Lease and the Premises).

“Laws” means any law, regulation, rule, order, statute or ordinance of any governmental entity in effect on or after the Effective Date and applicable to the Premises or the use or occupancy of the Premises, including, without limitation, Hazardous Materials Laws.

“Lease” means this Lease Agreement, as the same may be amended or modified after the Effective Date.

“Major Alterations” means Alterations involving (a) any modifications to the structural portions of the Building, (b) material modifications to the mechanical, electrical, fire/life safety or heating, ventilating and air conditioning systems of the Building or (c) any modifications to any portion of the exterior of the Building.

“Maximum Rate” means interest at a rate equal to the lesser of (a) Prime plus 5% per annum, or (b) the maximum interest rate permitted by law.

“Mortgage” means any mortgage, deed of trust, security interest or other security document of like nature that at any time may encumber all or any part of the Premises and any replacements, renewals, amendments, modifications, extensions or refinancing thereof, and each advance (including future advances) made under any such instrument.

“Notices” means all notices, deliveries, demands or requests that may be or are required to be given, provided, demanded or requested by either party to the other as provided in this Lease.

“Permitted Encumbrances” means all easements, declarations, encumbrances, covenants, conditions, reservations, restrictions and other matters of record as of the Effective Date with respect to the Premises and the Land, as shown on the attached “Exhibit G” and any other matters of record (a) approved by Tenant or (b) recorded at the request or direction of Tenant following the Effective Date.

“Premises” means the Land and the Building and all improvements located thereon.

“Prime” means the rate announced from time to time by Bank of America, N.A., as its prime or reference rate. If Bank of America shall cease to announce its prime or reference rate, then Landlord shall select the rate of another national financial institution to be substituted therefor.

“Property Manager” means any property manager Landlord may appoint from time to time to manage the Premises. Landlord shall give Tenant written notice of the name and contact information for all Property Managers appointed by Landlord hereunder.

“Property Taxes” means any general real property tax, improvement tax, assessment, special tax, special assessment, reassessment, commercial rental tax, in lieu tax, levy, charge, penalty or similar imposition imposed by any authority having the direct or indirect power to tax, including, but not limited to, (a) any city, county, state or federal entity, (b)any school, agricultural, lighting, drainage or other improvement or special assessment district, (c) any governmental agency, (d) any community facility district or (e) any private entity having the authority to assess the Premises under any of the Permitted Encumbrances. The term “Property Taxes” includes all charges or burdens of every kind and nature Landlord incurs in connection with using, occupying, owning, operating, leasing or possessing the Premises, without particularizing by any known name and whether any of the foregoing are general, special, ordinary, extraordinary, foreseen or unforeseen; any tax or charge for fire protection, street lighting, streets, sidewalks, road maintenance, refuse, sewer, water or other services provided to the Premises. Tenant and Landlord intend that all new and increased assessments, taxes, fees, levies, and charges and all similar assessments, taxes, fees, levies, and charges be included within the definition of “Property Taxes” for purposes of this Lease and shall be payable by Landlord.

“Rent” means, collectively, Basic Rent and Additional Rent.

“Security Deposit” means the security deposit to be provided to Landlord in the initial amount set forth in the Basic Terms, as such amount may be reduced pursuant to Section 18.1.2.

“Taking” means the exercise by a Condemning Authority of its power of eminent domain on all or any part of the Premises, either by accepting a deed in lieu of condemnation or by any other manner.

“Tenant” means the tenant identified in this Lease and such tenant’s permitted successors and assigns.

“Tenant Parties” means the tenant identified in this Lease, its Affiliates, and their respective officers, directors, partners, shareholders, members and employees.

“Tenant’s Personal Property” means any trade fixtures, inventory, equipment, vehicles, or other personal property of any type or kind located at or about the Premises which is owned or leased by, or is otherwise under the care, custody or control of, Tenant.

“Term” means the initial term of this Lease specified in the Basic Terms and, if applicable, the Extension.

“Transfer” means an assignment, mortgage, pledge, transfer, sublease, license or other encumbrance or conveyance (voluntarily, by operation of law or otherwise) of this Lease or the Premises or any right, title or interest in or created by this Lease or the Premises. The term “Transfer” also includes any assignment, mortgage, pledge, transfer or other encumbering or disposal (voluntarily, by operation of law or otherwise) of any ownership interest in Tenant that results in a change of control of Tenant.

“Work Letter” means the work letter attached as EXHIBIT “C.”

EXHIBIT “B”

LEGAL DESCRIPTION OF THE LAND

Real property In the City of San Francisco, County of San Francisco, State of California, described as follows:

PARCEL I:

BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF TOWNSEND STREET, DISTANT THEREON 344 FEET AND 3 7/8 INCHES SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF SECOND STREET; RUNNING THENCE SOUTHWESTERLY ALONG SAID NORTHWESTERLY LINE OF TOWNSEND STREET, 60 FEET TO A POINT DISTANT THEREON, 226 FEET AND 7 1/8 INCHES NORTHEASTERLY FROM THE NORTHEASTERLY LINE OF CLARENCE STREET; THENCE AT A RIGHT ANGLE TO SAID LINE OF TOWNSEND STREET NORTHWESTERLY, 275 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY, 60 FEET TO A LINE DRAWN FROM THE POINT OF BEGINNING AT A RIGHT ANGLE TO SAID NORTHWESTERLY LINE OF TOWNSEND STREET; THENCE AT A RIGHT ANGLE SOUTHEASTERLY ALONG SAID LAST MENTIONED UNE SO DRAWN AT A DISTANCE OF 275 FEET TO THE POINT OF BEGINNING.

BEING A PART OF 100 VARA BLOCK NO. 360.

PARCEL II:

TOGETHER WITH AN EASEMENT FOR THE PURPOSE AND SUBJECT TO THE CONDITIONS SET FORTH IN THAT CERTAIN DEED FROM [***], TO [***].

OVER AND UPON THE PROPERTY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 275 FEET NORTHEASTERLY FROM THE NORTHEASTERLY LINE OF THIRD STREET, MEASURED ALONG A LINE DRAWN AT RIGHT ANGLES THERETO, WHICH POINT IS ALSO DISTANT 275 FEET NORTHWESTERLY FROM THE NORTHWESTERLY LINE OF TOWNSEND STREET, MEASURED ALONG A LINE DRAWN AT RIGHT ANGLES THERETO; THENCE NORTHWESTERLY AND PARALLEL WITH THE NORTHEASTERLY UNE OF THIRD STREET, 17 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY AND PARALLEL WITH THE SAID UNE OF TOWNSEND STREET, 137 FEET AND 6 INCHES; THENCE AT A RIGHT ANGLE SOUTHEASTERLY AND PARALLEL WITH THE SAID UNE OF THIRD STREET, 17 FEET; THENCE AT A RIGHT ANGLE SOUTHWESTERLY AND PARALLEL WITH THE SAID UNE OF TOWNSEND STREET, 137 FEET AND 6 INCHES, TO THE POINT OF BEGINNING.

BEING A PORTION OF 100 VARA BLOCK NO. 360.

PARCEL III:

TOGETHER WITH AN EASEMENT FOR THE PURPOSE AND SUBJECT TO THE CONDITIONS SET FORTH IN THE CERTAIN DEED FROM [***], TO [***].

OVER AND UPON THE PROPERTY DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT 217 FEET AND 6 INCHES SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF STANFORD STREET, AND 275 FEET SOUTHEASTERLY FROM THE SOUTHEASTERLY LINE OF BRANNAN STREET; THENCE NORTHWESTERLY 17 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY 8 FEET AND 7 1/8 INCHES; THENCE EASTERLY ABOUT 90 AND 15/100 FEET ALONG THE LINE OF A CURVE HAVING A RADIUS OF ABOUT 238 AND 7/10 FEET TO A POINT 88 AND 31/100 FEET NORTHEASTERLY FROM THE POINT OF BEGINNING; THENCE 88 AND 31/100 FEET SOUTHWESTERLY TO THE POINT OF BEGINNING.

PARCEL IV:

A NON-EXCLUSIVE EASEMENT FOR EMERGENCY EGRESS AS PROVIDED IN AGREEMENT RECORDED OCTOBER 28, 1993, IN BOOK F994 OF FOR, PAGE 504, RECORDER’S SERIAL NO. F475202, OVER THE NORTHWESTERLY 6 FEET AND THE NORTHEASTERLY 6 FEET OF THE NORTHWESTERLY 45 FEET OF THE FOLLOWING DESCRIBED PROPERTY:

BEGINNING A POINT ON THE NORTHWESTERLY LINE OF TOWNSEND STREET, DISTANT THEREON 80 FEET SOUTHWESTERLY FROM THE SOUTHWESTERLY LINE OF STANFORD STREET; RUNNING THENCE SOUTHWESTERLY ALONG SAID LINE OF TOWNSEND STREET, 68 FEET, 10 7/8 INCHES; THENCE AT A RIGHT ANGLE NORTHWESTERLY 275 FEET; THENCE AT A RIGHT ANGLE NORTHEASTERLY 68 FEET 10 7/8 INCHES; THENCE AT A RIGHT ANGLE SOUTHEASTERLY 275 FEET TO THE POINT OF BEGINNING.

APN: LOT: 009A, BLOCK: 3788

EXHIBIT “C”

WORK LETTER

This Work Letter defines the scope of the Initial Improvements which Tenant shall be obligated to construct or install in the Premises. This Work Letter is incorporated by reference into the Lease. Capitalized terms which are not otherwise defined in this Work Letter shall have the meanings set forth in the Lease. Any breach or default by Tenant beyond the expiration of any applicable notice and cure period hereunder also shall constitute a default under the Lease (subject to applicable notice and cure periods pursuant to Section 14.1 of the Lease).

ARTICLE 1
PLANNING AND CONSTRUCTION DRAWINGS AND SPECIFICATIONS

1.1 Space Plan. Tenant will engage a licensed architect reasonably acceptable to Landlord (“Architect”) to develop and design a space plan (“Space Plan”) for the Initial Improvements. Tenant will provide Landlord with the Space Plan for Landlord’s reasonable approval. The Space Plan shall include a layout and designation of all offices, rooms and other partitioning and shall be in sufficient detail to show locations, types and requirements for all floor loads, power and plumbing, HVAC, ADA requirements, telephone and communication equipment and electrical and lighting related power, and electrical and telephone switches. Landlord shall respond within ten (10) days following Tenant’s written request to Landlord for approval of the Space Plan and Landlord’s failure to respond within such time period shall be deemed Landlord’s approval of such request. In the event Landlord disapproves of any request for approval made by Tenant, Landlord shall provide detailed reasons therefor in writing. This process shall be repeated until Landlord approves of the Space Plan.

1.2 Construction Drawings and Specifications. After Landlord receives and approves Tenant’s Space Plan, Tenant shall cause the Architect to prepare construction drawings and specifications for the Initial Improvements (the “Construction Drawings and Specifications”). Tenant will provide Landlord with the Construction Drawings and Specifications for Landlord’s reasonable approval. If Landlord disapproves the Construction Drawings and Specifications, Tenant will provide appropriately revised Construction Drawings and Specifications to Landlord for Landlord’s reasonable and prompt approval (or disapproval) until Landlord has approved the Construction Drawings and Specifications. The Construction Drawings and Specifications will show the specifications for all of the Initial Improvements, including, without limitation the new roof for the Building. Landlord shall advise Tenant within ten (10) days after Landlord’s receipt of the Construction Drawings and Specifications if the same are unsatisfactory or incomplete in Landlord’s reasonable judgment and detail the specific reasons therefor. Landlord’s failure to so respond within such time period shall be deemed Landlord’s approval of such request. If Tenant is so advised, Tenant shall promptly (i) revise the Construction Drawings and Specifications in accordance with such review and any reasonable disapproval of Landlord in connection therewith, and (ii) deliver such revised Construction Drawings and Specifications to Landlord. Landlord shall then respond to Tenant again within ten (10) days and detail the specific reasons for any reasonable disapproval by Landlord. Landlord’s failure to so respond within such time period shall be deemed Landlord’s approval of such request. This process shall be repeated until Landlord approves of the Construction Drawings and Specifications.

1.3. Changes to Construction Drawings and Specifications. After Landlord’s approval of the Construction Drawings and Specifications, no changes, modifications or alterations which would materially and adversely affect the Building or Building systems may be made to the Construction Drawings and Specifications without Landlord’s prior written consent, which consent shall not be

unreasonably withheld, delayed or conditioned. Landlord’s failure to respond within ten (10) days following Landlord’s receipt of Tenant’s written request for Landlord’s approval shall be deemed Landlord’s approval of such request. Landlord shall specify in writing the reasons for any such reasonable disapproval and this process shall be repeated until Landlord approves of any such changes.

1.4. Landlord’s Approval Rights. Landlord may withhold its approval of the Space Plan, Construction Drawings and Specifications or any changes to the Initial Improvements requested by Tenant if they require work which: (a) violates any agreement which affects the Building or binds Landlord as of the date of this Lease and of which Landlord has informed Tenant in writing prior to the date of this Lease; (b) Landlord reasonably believes will materially and adversely affect the market value of the Premises or Building; (c) does not conform to applicable building codes or is not approved by any governmental authority with jurisdiction over the Premises; or (d) materially and adversely affects the exterior appearance of the Building; provided, however, Landlord shall not withhold approval of any Space Plan Construction Drawings and Specifications or changes to the same, to the extent the aforementioned plans, drawings or specifications relate to interior generic office improvements. Landlord shall reasonably cooperate with Tenant (at no cost or expense to Landlord) in executing permit applications and performing other reasonable acts necessary to enable Tenant to obtain any permit or certificate of occupancy (at no cost or expense to Landlord).

ARTICLE 2
CONSTRUCTION OF INITIAL IMPROVEMENTS AND TENANT WORK

2.1 Construction of Initial Improvements. Tenant will cause a contractor approved by Landlord (which approval will not be unreasonably withheld, conditioned or delayed) (“Contractor”) to construct the Initial Improvements in accordance with the approved Construction Drawings and Specifications. All of the Initial Improvements and Tenant Work (defined below) must be undertaken and performed in accordance with the provisions of the Lease and this Work Letter. Prior to commencing the Initial Improvements, Tenant will obtain payment and performance bonds from Tenant’s general contractor, naming Landlord and Tenant as joint obligees, in an amount not less than the full cost of the Initial Improvements.

2.2 Tenant’s General Obligations. Tenant will, before commencing any construction or delivering (or accepting delivery of) any materials to be used in connection with Initial Improvements, deliver to Landlord copies of all contracts in excess of $50,000.00, copies of all contractor safety programs, copies of all necessary permits and licenses and such other information relating to the construction as Landlord reasonably requests. Tenant will also deliver to Landlord (a) reasonable evidence that Tenant or Contractor have in force builder’s “all risk” insurance in an amount at least equal to the estimated cost of the Initial Improvements naming Landlord as an additional insured; and (b) reasonable evidence that Tenant and each of Tenant’s contractors have in force liability insurance insuring against construction related risks in at least the form, amounts and coverages required of Tenant under Article 10 of the Lease and naming Landlord as an additional insured (specifically including coverage for completed operations). Tenant will not commence construction before Landlord has provided Landlord’s written approval of the foregoing deliveries, such approval not to be unreasonably withheld, conditioned or delayed. Landlord’s failure to respond within five (5) days following Landlord’s receipt of Tenant’s written request for Landlord’s approval shall be deemed Landlord’s approval of such request. Landlord shall specify in writing the reasons for such reasonable disapproval.

2.3 Liens and Claims. Tenant will keep the Premises free from any mechanics’, materialmens’, designers’ or other liens arising out of any work performed, materials furnished or

obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. Tenant will upon request record and post notices of non-responsibility or such similar protective notices as Landlord may reasonably request. If any such liens are filed and Tenant, within 30 days after such receipt of written notice of such filing, does not release the same of record or provide Landlord with a bond or other surety reasonably satisfactory to Landlord protecting Landlord and the Property against such liens, Landlord may, without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant from any obligation under the Lease, cause such liens to be released by any means Landlord deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Tenant will reimburse Landlord, as Additional Rent, for all amounts Landlord actually pays (including, without limitation, reasonable attorneys’ fees and costs) to release such liens. To the fullest extent allowable under the Laws, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties and the Property from and against any Claims in any manner relating to or arising out of the Initial Improvements, and any Tenant Work, except to the extent such Claims arise from or relate to Landlord’s negligence or willful misconduct, a default by Landlord under this Lease or a failure of Landlord to disclose to Tenant in writing any condition related to the Building.

2.4 Tenant Work. “Tenant Work” means all finish work and decoration and other work desired by Tenant and not included within the Initial Improvements as set forth in the approved Construction Drawings and Specifications installed for the initial occupancy of the Premises, including specifically, without limitation, all computer systems, telephone systems, telecommunications systems, fixtures, furnishings, equipment and any Alterations. All Tenant Work will be designed, furnished and installed by Tenant at Tenant’s sole expense. If any Tenant Work is not submitted and approved with the Construction Drawings and Specifications and the provisions of the Lease relating to Alterations require Landlord’s consent for such Tenant Work, Tenant will secure Landlord’s prior consent for such Tenant Work in the same manner and following the same procedures provided for in the Lease for Alterations which require Landlord’s consent.

2.5 Conformance with Laws. All Initial Improvements and Tenant Work must be done in conformance with all Laws, including without limitation all applicable codes and regulations of governmental authorities having jurisdiction over the Building and the Premises. Valid building permits and other necessary authorizations from appropriate governmental agencies (when required) must be obtained by Tenant for the Initial Improvements and Tenant Work at Tenant’s expense. Any Initial Improvements or Tenant Work not acceptable to the applicable governmental authority or otherwise not in conformance with all Laws must be promptly corrected, replaced, or brought into compliance with such applicable codes and regulations and Laws at Tenant’s expense. No failure by Landlord to object to any such nonconforming Initial Improvements or Tenant Work relieves Tenant from its obligations or imposes any responsibility or liability therefor upon Landlord. If the applicable governmental agencies require any upgrades to the Premises or the Building in connection with the Initial Improvements or the Tenant Work (including, without limitation, any seismic or structural upgrades and/or ADA improvements), Tenant shall be required to make such improvements without any reimbursement from Landlord. Without limiting the foregoing, Landlord shall have no obligation to make any repairs, improvements or upgrades to the Premises or the Building required by any applicable governmental agency in connection with the Initial Improvements.

2.6 Landlord’s Inspections. Landlord shall have the right to inspect and observe Contractor’s work during construction and to Inspect the Premises; provided, should Landlord become aware from its inspections that any portion of the Initial Improvements are not in compliance with Laws or the Approved Working Drawings, Landlord shall notify Tenant promptly in writing and specify the

items not so in compliance. Notwithstanding such rights, Landlord is under no obligation to inspect or supervise construction of any of the Initial Improvements or Tenant Work, and no inspection by Landlord shall be construed as a representation that the Initial Improvements or Tenant Work (a) are in compliance with the Construction and Drawings and Specifications; (b) are or will be free from faulty or defective material or workmanship; or (c) are in conformance with any building codes or other applicable regulations or Laws.

2.7. Responsibility for Function and Maintenance. Tenant will be responsible for the function and operation of all the Initial Improvements whether or not approved by Landlord or installed by Landlord at Tenant’s request. Landlord’s preparation and/or approval of any design or construction documents will not constitute any representation or warranty as to the adequacy, efficiency, performance or desirability of the Initial Improvements in the Premises.

2.8. Construction Warranty. Tenant shall use its commercially reasonable efforts to cause Contractor to fully warrant and guaranty to Landlord the Initial Improvements for a period of not less than one (1) year after substantial completion.

ARTICLE 3
CONSTRUCTION REPRESENTATIVES

3.1 Tenant’s Representative. Tenant has designated [***] as its sole representative with respect to the matters set forth in this Work Letter, who shall have full authority and responsibility to act on behalf of Tenant as required in this Work Letter. Tenant may change its representative under this Work Letter at any time by providing five (5) days prior written notice to Landlord. All inquiries, requests, instructions, authorizations and other communications with respect to matters covered by this Work Letter from Landlord will be made to Tenant’s Representative. Landlord will communicate solely with Tenant’s Representative and will not make any inquiries of or requests to, and will not give any instructions or authorizations to, any other employee or agent of Tenant, including Tenant’s architect, engineers, and contractors or any of their agents or employees, with regard to matters covered by this Work Letter.

3.2 Landlord’s Representative. Landlord has designated [***], as its representative with respect to the matters set forth in this Work Letter, who shall have full authority and responsibility to act on behalf of Landlord as required in this Work Letter. Landlord may change its representative under this Work Letter at any time by providing five (5) days prior written notice to Tenant. All inquiries, requests, instructions, authorizations and other communications with respect to the matters covered by this Work Letter from Tenant will be made to Landlord’s representative. Tenant will communicate solely with Landlord’s Representative and will not make any inquiries of or requests to, and will not give any instructions or authorizations to, any other employee or agent of Landlord, including Landlord’s architect, engineers, and contractors or any of their agents or employees, with regard to matters covered by this Work Letter.

ARTICLE4
MISCELLANEOUS

4.1. Applicability. The construction of any additions or improvements to the Premises not contemplated by this Work Letter shall only be performed pursuant to the provisions of the Lease governing Alterations unless Landlord elects to prepare a separate work letter agreement, in the form then being used by Landlord and specifically addressed to such construction.

4.2. Risk of Loss. All materials, work, installations and decorations of any nature brought upon or installed in the Premises prior to final completion of the Initial Improvements shall be at the risk of the party who brought such materials or items onto the Premises. Neither Landlord nor any party acting on Landlord’s behalf shall be responsible for any damage or loss or destruction of such items brought to or installed in the Premises by Tenant prior to such date, except in the event caused by Landlord’s gross negligence or willful misconduct.

4.3. No Coordination Fee. No coordination or construction management fee shall be paid to Landlord by Tenant in connection with the Initial Improvements or Tenant’s Work.

4.4. Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a “number of days” shall mean calendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof, and the time period allowed for such approval, shall be repeated until the document is approved by Landlord

4.5 Landlord Delay. “Landlord Delay” means any delay in the completion of the Initial Improvements or Tenant’s Work which is due to any act or omission of Landlord (wrongful, negligent or otherwise), its agents or contractors; provided, however, Tenant shall give notice (a “Landlord Delay Notice”) to Landlord of any delay constituting a Landlord Delay and Landlord shall have two (2) Business Days following receipt of such Landlord Delay Notice to cure such delay before a Landlord Delay is deemed to have occurred. If Tenant fails to give such written notice or if Landlord cures the delay specified by Tenant in its written notice within three (3) Business Days following receipt of such notice, Tenant shall be deemed to have waived Tenant’s right to claim any such Landlord Delay and any potential relief or remedy arising therefrom. The term Landlord Delay shall include, but shall not be limited to any: (1) delay in the giving of authorizations or approvals by Landlord; (2) delay attributable to the acts or failures to act, whether willful, negligent or otherwise, of Landlord, its agents or contractors, where such acts or failures to act delay the completion of the Initial Improvements or Tenant’s Work; (3) delay attributable to the interference of Landlord, its agents or contractors with the completion of Initial Improvements or Tenant’s Work or the failure or refusal of any such party to permit Tenant, its agents or contractors, access to and use of the Building, which access and use are required for the orderly and continuous performance of the work necessary to complete Initial Improvements or Tenant’s Work; and (4) any delay attributable to Landlord’s delay in delivering possession of the Premises to Tenant. In the event of any Landlord Delay not caused by Tenant which delays completion of the Initial Improvements or Tenant’s Work, such Landlord Delay extends the Free Rent Basic Rent Period for a period equal to the duration of the act, occurrence or omission that constitutes the Landlord Delay.

4.6 Staging Area. Prior to the Commencement Date, Tenant shall have the right, without the obligation to pay Rent, to use empty space in the Building designated by Landlord for the purposes of storing and staging. With respect to this free storage space, Tenant shall be responsible for providing all insurance and for providing any necessary fencing or other protective facilities.

EXHIBIT “D”
COMMENCEMENT DATE MEMORANDUM

This Commencement Date Memorandum (the “Memorandum”) is made and entered into to be effective as of June 5, 2020, by and between SOMA HUB LLC, a California limited liability company (“Landlord”), and USER TESTING, INC., a California corporation (“Tenant”), with reference to the following facts:

RECITALS

A. Landlord and Tenant have entered into that certain Lease Agreement dated April 30, 2020 (the “Lease”), for the leasing of certain premises containing approximately 45,000 rentable square feet of space located at 144 Townsend Street, San Francisco, California (the “Premises”), as such Premises are more fully described in the Lease.

B. All capitalized terms not otherwise defined in this Memorandum have the meanings given them in the Lease.

C. Pursuant to Section 3.1.1 of the Lease, Landlord and Tenant wish to confirm certain dates relating to the Lease, including the Commencement Date, the Rent Commencement Date and the Expiration Date and specific dates for corresponding months of the Lease Term set forth in the Monthly Base Rent chart.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. Recitals: Landlord and Tenant agree that the above recitals are true and correct.

2. Confirmation of Certain Dates: Landlord and Tenant hereby agree that:

(i) the Delivery Date (as defined in Section 3.1.1 of the Lease) occurred on June 5, 2020;

(ii) the Commencement Date (as defined in Section 1.4 of the Lease) is June 5, 2020;

(iii) the Rent Commencement Date (as defined in Section 1.5 of the Lease) is September 3, 2020; and

(iv) the Expiration Date (as defined in Section 1.6 of the Lease) is August 31, 2025 (unless extended or terminated pursuant to the terms of the Lease).

3. Confirmation of Dates in Monthly Base Rent Chart: Landlord and Tenant hereby agree that the Monthly Base Rent chart set forth in Section 1.8 of the Lease is hereby modified by substituting the following new Monthly Base Rent chart (with specific dates referenced for corresponding months of the Lease Term) in place thereof:

[***]

4. Effect of Memorandum: Except as otherwise expressly modified herein, the terms and conditions of the Lease shall remain unmodified and continue in full force and effect. In the event of any conflict between the terms and conditions of the Lease and this Memorandum, the terms and conditions of this Memorandum shall prevail.

5. Authority; Counterparts: Each party hereto and the persons signing below warrant that the person signing below on such party's behalf is authorized to do so and to bind such party to the terms of this Memorandum. This Memorandum may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, and both of which when taken together shall constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) and any counterpart so delivered shall be deemed to have been duly and validly delivered, valid and effective for all purposes and binding upon the parties hereto.

///signature page follows///

///continued from previous page///

IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date and year first above written.


LANDLORD:

SOMA HUB LLC,
a California limited liability company

By:			/s/ Allan Young
Name:			Allan Young
Title:			Managing Member

TENANT:

USERTESTING, INC.,
a California corporation

By:			/s/ Tien Anh Nguyen
Name:			Tien Anh Nguyen
Title:			CFO

EXHIBIT “E”
FORM OF LANDLORD’S CONSENT TO SUBLEASE

THIS CONSENT TO SUBLEASE (this “Consent”) is made by and between ________________, a ______________ (“Landlord”) and ____________, a ______________ (“Tenant”), as of the date below Landlord’s signature below (the “Effective Date”).

RECITALS:

A. Landlord and Tenant are parties to that certain Lease Agreement dated as of , 201 , (as may be amended from time to time, the “Lease”). Pursuant to the Lease, Landlord leases to Tenant the building located at 144 Townsend, San Francisco, California.

B. Tenant has sublet a portion of the Premises to , a (“Subtenant”) pursuant to that certain Sublease Agreement, a copy of which is attached hereto as Exhibit “A” (the “Sublease”).

C. Tenant has requested that Landlord consent to the Sublease pursuant to Article 13 of the Lease, and Landlord has agreed to consent to the Sublease pursuant to this Consent. All capitalized terms used in this Consent will have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants contained in this Consent, and for valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, the parties agree as follows.

1. Consent. Landlord consents to the Sublease upon the terms and conditions set forth in this Consent. Neither the Sublease nor this Consent will: (a) release Tenant from any liability, whether past, present or future, under the Lease; (b) alter the primary liability of Tenant to pay the Rent and perform all of Tenant’s obligations under the Lease; (c) be construed as a waiver of Landlord’s right to consent to any proposed Transfer after the date hereof by Tenant under the Lease or Subtenant under the Sublease, or as a consent to any portion of the Premises being used or occupied by any other party; (d) limit Landlord’s right, in the event of a proposed future Transfer; (e) grant any rights to Subtenant greater than those rights granted to Tenant under the Lease; (f) be deemed consent to any other Transfer; (g) be construed as consent by Landlord to a term in the Sublease beyond the term of the Lease; (h) require Landlord to recognize Subtenant in the event of a default in the Lease by Tenant; (i) enlarge or in any manner increase Landlord’s obligations or duties under the Lease; U) create obligations or costs to Landlord with regard to the Sublease; (k) require Landlord to proceed in any action under the Lease or this Consent against either Tenant or Subtenant without first exhausting Landlord’s remedy against the other or (I) except as otherwise expressly set forth provided in Section 3(m) of this Consent, modify, waive, amend, or otherwise affect any provision of the Lease.

2. Relationship With Landlord.

(a) Assignment of Tenant’s Interest to Landlord. Tenant assigns and transfers to Landlord Tenant’s interest in the Sublease and all rentals and income arising from the Sublease, subject to the terms of this Section 2. Landlord, by consenting to the Sublease, agrees that, until Tenant defaults

(beyond the expiration of applicable notice and cure periods) in performing its obligations under the Lease, Tenant may receive, collect, and enjoy the rents accruing under the Sublease.

(b) Effect of Tenant Default Under Lease. If Tenant defaults in the performance of its obligations to Landlord, under the Lease (whether or not Landlord terminates the Lease), Landlord may, in connection with the remedies set forth in Article 14 of the Lease, at its option by notice to Tenant, (i) terminate the Sublease or (ii) elect to receive and collect, directly from Subtenant, all rent and any other sums owing and to be owed under the Sublease, as further set forth in Section 2(c) below.

(c) Landlord’s Election to Receive Rents. Landlord will not, as a result of the Sublease, or as a result of the collection of rents or any other sums from Subtenant under Section 2(b)(ii), above, be liable to Subtenant for any failure of Tenant to perform any obligation of Tenant under the Sublease. Tenant irrevocably authorizes and directs Subtenant, on receipt of any written notice from Landlord stating that a default (beyond the expiration of applicable notice and cure periods) exists in the performance of Tenant’s obligations under the Lease, to pay to Landlord the rents and any other sums due and to become due under the Sublease. Tenant agrees that Subtenant has the right to rely on any such statement from Landlord, and that Subtenant will pay those rents and other sums to Landlord without any obligation or right to inquire as to whether a default exists and despite any notice or claim from Tenant to the contrary. Tenant will not have any right or claim against Subtenant for those rents or other sums paid by Subtenant to Landlord. Landlord will credit Tenant with any rent received by Landlord under this assignment, but the acceptance of any payment on account of rent from Subtenant as the result of a default by Tenant will not: (i) be an attornment by Landlord to Subtenant or by Subtenant to Landlord; (ii) be a waiver by Landlord of any provision of the Lease; or (iii) release Tenant from any liability under the terms, agreements, or conditions of the Lease. No payment of rent by Subtenant directly to Landlord, regardless of the circumstances or reasons for that payment, will be deemed an attornment by Subtenant to Landlord in the absence of a specific written agreement signed by Landlord to that effect.

(d) Landlord’s Election of Subtenant’s Attornment. In the event the Lease is terminated prior to the expiration of the term of the Sublease, Landlord shall have the right, pursuant to notice to Subtenant, to succeed to Tenant’s interest in the Sublease and cause Subtenant to attorn to Landlord. Landlord will assume the obligations of Tenant under the Sublease from the time of the exercise of the option, but Landlord will not be: (i) liable for any rent paid by Subtenant to Tenant more than one month in advance of the date due, or any security deposit paid by Subtenant to Tenant (except to the extent transferred to Landlord): (ii) liable for any act or omission of Tenant under the Lease or for any default of Tenant under the Sublease which occurred prior to the Landlord’s assumption: (iii) subject to any defenses or offsets that Subtenant may| have against Tenant which arose prior to Landlord’s assumption (except to the extent such defenses or offsets relate to a breach by Landlord of its obligations under the Lease; or (iv) bound by any changes or modifications made to the Sublease without the written consent of Landlord.

3. Miscellaneous.

(a) No Modification. Except as otherwise expressly provided in Section 3(m) of this Consent, neither the Sublease nor this Consent will be construed to modify, waive, impair or alter any of the provisions of the Lease, any of the rights or obligations of Landlord under the Lease, or any of the rights or obligations of Tenant under the Lease. Any amendment or modification to the Sublease shall require Landlord’s written consent.

(b) No Approval of Sublease. Landlord does not approve nor disapprove of any of the terms, conditions or agreements of the Sublease, is not party to the Sublease, is not bound by the Sublease and assumes no liability or obligation under the Sublease.

(c) Subordination. The Sublease will at all times be subject and subordinate to the Lease and all of the provisions of the Lease. In the event of any inconsistency or conflict between the terms of this Consent and the Sublease, the terms and conditions of this Consent shall prevail. No merger shall result from the Sublease, any surrender of the Lease, or any mutual cancellation of the Lease, and in any of such events, Landlord may either terminate the Sublease or succeed to the interest of Tenant or any other person therein.

(d) Tenant’s Liability. Tenant will be liable to Landlord for any default of Tenant’s obligations under the Lease, whether such default is caused by Tenant, Subtenant or anyone claiming by, through or under either Tenant or Subtenant. Tenant shall remain primarily liable to pay Rent and all other amounts payable by Tenant under the Lease and to perform all other obligations of Tenant under the Lease. If Subtenant or any of its successors or assigns defaults under the Lease, Landlord may proceed directly against Tenant without pursuing any remedies whatsoever against Subtenant or any other person.

(e) Termination of Lease. Except as otherwise provided in Section 2(d) of this Consent, if the Lease expires or terminates for any reason (or Tenant’s right to possession terminates without termination of the Lease), the Sublease and Subtenant’s right to possession will simultaneously expire and terminate.

(f) No Privity. In no event will Landlord be deemed to be in privity of contract with Subtenant or owe any obligation or duty to Subtenant under the Lease.

(g) No Breaches or Defaults. Tenant and Landlord each hereby agree that (a) the Lease, as the same may have been amended, is in full force and effect; and (b) that, to its actual knowledge, without duty of inquiry, except for , there are no breaches or defaults thereunder on the part of the other party, nor does any condition exist that, with the passage of time or the giving of notice or both, would constitute such a breach or default on the part of the other party under the Lease.

(h) Conditioned Consent. Landlord’s consent is conditioned upon (a) Landlord’s, Tenants and Subtenant’s execution of this Consent and (b) the payment to Landlord of the costs and expenses Landlord incurs in connection with this Consent, as set forth in Section 13.2 of the Lease.

(i) Entire Agreement; Waiver. This Consent constitutes the final, complete and exclusive statement between the parties to this Consent pertaining to the terms of Landlord’s consent to the Sublease, supersedes all prior and contemporaneous understandings or agreements of the parties, and is binding on and inures to the benefit of their respective heirs, representatives, successors and assigns. No party has been induced to enter into this Consent by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Consent. Any agreement made after the Effective Date is ineffective to modify, waive, or terminate this Consent, in whole or in part, unless that agreement is in writing, is signed by the parties to this Consent, and specifically states that agreement modifies this Consent.

(j) Brokerage Commission. Tenant and Subtenant agree that Landlord will not be liable for any brokerage commission or finder’s fee in connection with the consummation of the Sublease or this Consent. Tenant and Subtenant will protect, defend, indemnify, and hold Landlord harmless from any brokerage commission or finder’s fee in connection with the consummation of the Sublease or this Consent, and from any cost or expense (including attorneys’ fees) incurred by Landlord in resisting any claim for any such brokerage commission or finder’s fee. The provisions of this Section 3(j) shall survive the expiration or earlier termination of the Sublease and this Consent.

(k) Execution. This Consent may be executed in counterparts, each of which, when taken together, shall constitute one fully executed original. Facsimile signatures and PDF signatures sent by electronic mail shall be binding for all purposes of this Consent.

(l) Survival. If any term, covenant, or condition in this Consent is, to any extent, held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Consent, or the application of that term, covenant, or condition to persons or circumstances other than those as to which it is held to be invalid or unenforceable, will not be affected by that invalidity or unenforceability, and all other terms, covenants, and conditions of this Consent will be valid and enforceable to the fullest extent permitted by law.

(m) Insurance; Waiver of Subrogation. Notwithstanding anything to the contrary contained in Section 10.1.1 of the Lease, if the Sublease is for less than 15,000 square feet, Landlord hereby agrees that the liability insurance that Subtenant shall be required to maintain pursuant to the Sublease shall be required to have “per occurrence” and “general aggregate” limits of Two Million Dollars ($2,000,000) (rather than Five Million Dollars ($5,000,000).

IN WITNESS WHEREOF, Landlord and Tenant have executed this Consent as of the Effective Date.

By:

Name:

Title:

Date:

20,

(to be completed by Landlord)

SUBTENANT’S ASSUMPTION OF LEASE

The undersigned hereby assumes all of the obligations of Tenant under the Lease, as the same may have been amended, and agrees to be bound by all of the same and to fully and promptly perform all of the same to the extent applicable to the portion of the Premises subject to the Sublease (other than the payment of any monthly rental and other amounts in excess of the amount payable under the Sublease). Subtenant further acknowledges all of the terms and conditions of Landlord’s Consent set forth above, accepts each and every term and provision thereof, and agrees to be bound thereby (to the extent applicable to Subtenant and the portion of the Premises that is proposed to be sublet to Subtenant).

SUBTENANT:

Date:

By:

Name:

Title:

Subtenant’s address for notice:

EXHIBIT “F”

LETTER OF CREDIT

[***]

EXHIBIT “G”

PERMITTED ENCUMBRANCES

[***]

First Amendment to Lease Agreement

This First Amendment to Lease Agreement (the “Amendment”) is made and entered into as of October 29, 2015 (“Amendment Date”), by and between NORTHSHORE RESOURCES V LP, a California limited partnership (“Landlord”) and SOMA HUB, LLC, a California limited liability company (“Tenant”), with reference to the following facts.

Recitals

A. Landlord and Tenant entered into that certain Lease Agreement dated as of January 30, 2015 (the “Lease”), for the leasing of premises located at 144 Townsend Street, San Francisco, California (the “Premises”), as such Premises are more fully described in the Lease.

B. Pursuant to the Lease, Tenant is required to pay the second installment of the Security Deposit (as defined in the Lease) on November 1, 2015.

C. Landlord and Tenant now wish to amend the Lease to provide for, among other things, the extension of the date on which the second installment of the Security Deposit is due, all upon and subject to the terms, conditions and provisions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Recitals; Defined Terms: Landlord and Tenant agree that the above recitals are true and correct and are hereby incorporated herein as though set forth in full. Unless otherwise defined in this Amendment, all terms not defined in this Amendment shall have meanings assigned to such terms in the Lease.

2. Security Deposit: Subject to satisfaction of the Amendment Conditions (defined below), Landlord and Tenant agree that from and after the Amendment Date, subparagraph (b) of the first sentence of Section 18.1.1 of the Lease shall be deleted in its entirety and the following subparagraph shall be inserted in lieu thereof:

“(b) on or prior to February 1, 2016, Tenant will deposit with Landlord the remaining fifty percent (50%) of the Security Deposit (i.e., $[***] (the “Second Installment”), so that as of February 1, 2016, the total amount of the Security Deposit held by Landlord shall be [***] Dollars ($[***] (the “Original Security Deposit Amount”). Notwithstanding the foregoing, if an Event of Default occurs prior to February 1, 2016, the Second Installment shall become immediately due and payable by Tenant to Landlord.”

3. Late Fee and Interest: If Landlord does not receive the Second Installment on or prior to February 1, 2016, Tenant will pay Landlord: (i) a late payment charge equal to ten percent (10%) of the Second Installment (i.e., $[***]); and (ii) interest on the delinquent amount of the Second Installment calculated at the Maximum Rate from the date the Second Installment

is due up to the date the Second Installment is received by Landlord. The parties agree that such amounts represent a fair and reasonable estimate of the damages Landlord will incur by reason of such late payment. Such late payment charge and interest will be considered Additional Rent.

4. Amendment Conditions: Landlord and Tenant agree that this Amendment is expressly conditioned upon the satisfaction (or waiver in writing by Landlord) of the following conditions (collective, the “Amendment Conditions”): (i) Tenant’s payment to Landlord on or prior to November 1, 2015 of the monthly installment of Basic Rent payable pursuant to the Lease for the month of November 2015; and (ii) Tenant’s payment to Landlord of $[***] for legal fees incurred by Landlord in connection with Landlord’s review and negotiation of this Amendment, which payment shall be made on or prior to November 1, 2015. In the event the Amendment Conditions are not satisfied on or prior to the respective dates specified in (i) and (ii) of the immediately preceding sentence, this Amendment shall automatically terminate and be null and void, and neither Landlord nor Tenant shall have any rights or obligations hereunder, and the Lease shall remain in full force and effect in accordance with its terms, unmodified by this Amendment.

5. Brokers: Tenant and Landlord represent and warrant that neither of them has had any dealings with any real estate broker or agent in connection with the negotiation of this Amendment. If either party has dealt with any person, real estate broker or agent with respect to this Amendment, such party shall be solely responsible for the payment of any fee due to said person or firm, and such party shall indemnify, defend and hold the other party free and harmless against any claims, judgments, damages, costs, expenses, and liabilities with respect thereto, including attorney’s fees and costs.

6. Effect of Assignment: Except as modified herein, the terms and conditions of the Lease shall remain unmodified and continue in full force and effect. In the event of any conflict between the terms and conditions of the Lease and this Amendment, the terms and conditions of this Amendment shall prevail.

7. Successors and Assigns: Subject to the assignment and subletting provisions of the Lease, this Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns.

8. Incorporation: The terms and provisions of the Lease are hereby incorporated in this Amendment.

9. Entire Agreement: This Amendment constitutes the entire understanding of the parties with respect to the subject matter in this Amendment and all prior agreements, representations, and understandings between the parties with respect thereto, whether oral or written, are deemed null, all of the foregoing having been merged into this Amendment. The parties acknowledge that each party and/or its counsel have reviewed and revised this Amendment and that no rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall be employed in the interpretation of this Amendment or any amendments or exhibits to this Amendment or any document executed and delivered by either party in connection with this Amendment.

10. Severability: If for any reason any provision of this Amendment shall be held to be unenforceable, it shall not affect the validity or enforceability of any other provision of this Amendment.

11. Counterparts: This Amendment may be executed in one or more counterparts. All executed counterparts shall constitute one agreement and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that facsimile signatures or signatures transmitted by electronic mail in so-called “pdf” format shall be legal and binding and shall have the same full force and effect as if an original of this Amendment had been delivered. Landlord and Tenant (i) intend to be bound by the signatures on any document sent by facsimile or electronic mail, (ii) are aware that the other party will rely on such signatures, and (iii) hereby waive any defenses to the enforcement of the terms of this Amendment based on the foregoing forms of signatures.

///continued on next page///

///continued from previous page///

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.


“LANDLORD”

NORTHSHORE RESOURCES V LP,
a California partnership

By:			Northshore Resources, Inc.
			a California corporation, its general partner

By:			/s/ John V. Fox
Name:			John V. Fox
Title:			President

By:			/s/ Jeffrey Fox
Name:			Jeffrey Fox
Title:			CFO/Secretary

“TENANT”

SOMA HUB LLC,
a California limited liability company

By:			/s/ Komendi Kosasih
Name:			Komendi Kosasih
Title:			Manager

EXHIBIT B

FLOOR PLANS

[***]

EXHIBIT C

DISABILITY ACCESS OBLIGATIONS NOTICE
UNDER SAN FRANCISCO ADMINISTRATIVE CODE CHAPTER 38

[***]

EXHIBIT D

TENANT’S ALTERATIONS

[***]

EXHIBIT E

EXISTING FF&E

[***]

EXHIBIT F

TENANT’S S

EXHIBIT G

TENANT’S TERMINATION NOTICE

TO: [***]

RE: 144 Townsend Lease Agreement, dated [** TBD **] (“Lease”) between Soma Hub LLC, a California limited liability company (“Landlord”), and User Testing, Inc., a California corporation (“Tenant”)

[***]:

In accordance with the Lease referenced above, Tenant hereby notifies Landlord that it is exercising its right to terminate the Lease pursuant to Section 3.1.2. The Lease shall terminate effective on May 1, 2020 and neither party shall have any liability or obligations under the Lease.

Sincerely,


USERTESTING, INC.,
a California corporation

By:
Name:
Title:

RIDER 1

LETTER OF CREDIT RIDER

This Letter of Credit Rider (“Letter of Credit Rider”) is made and entered into by and between SOMA HUB LLC, a California limited liability company (“Landlord”), and USER TESTING, INC., a California corporation (“Tenant”), and is dated as of the date of the 144 Townsend Street Lease Agreement (“Lease”) by and between Landlord and Tenant to which this Letter of Credit Rider is attached. The agreements set forth in this Letter of Credit Rider shall have the same force and effect as if set forth in the Lease. To the extent the terms of this Letter of Credit Rider are inconsistent with the terms of the Lease, the terms of this Letter of Credit Rider shall control.

1. Concurrently with Tenant’s execution of the Lease, Tenant shall deliver to Landlord, as collateral for the full and faithful performance by Tenant of all of its obligations under the Lease and to compensate Landlord for all losses and damages Landlord may suffer under the Lease, an irrevocable and unconditional negotiable standby letter of credit (the “Letter of Credit”), in the form attached hereto as Schedule 1 and containing the terms required herein, payable in the City and County of San Francisco California, running in favor of Landlord issued by a solvent, nationally recognized commercial bank (the “Bank”) that is acceptable to Landlord in its sole discretion and (1) is chartered under the laws of the United States, any State thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation; (2) has a long term rating of B or higher as rated by Moody’s Investors Service and/or A or higher as rated by Standard & Poor’s, and Fitch Ratings Ltd (Fitch), under the supervision of the Superintendent of Banks of the State of California, or a national banking association (the “Letter of Credit Issuer Requirements”), in the amount of One Million Eight Hundred Sixty Seven Thousand Five Hundred and 00/100 Dollars ($1,867,500.00) (the “Letter of Credit Amount”). Landlord hereby approves of Western Alliance Bank as the Bank.

2. The Letter of Credit shall be (i) at sight, irrevocable and unconditional, (ii) maintained in effect, whether through replacement, renewal or extension, for the period from the Lease Commencement Date and continuing until the date (the “Letter of Credit Expiration Date”) which is one hundred twenty (120) days after the Lease Expiration Date, and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least thirty (30) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) subject to the International Standby Practices 1998, International Chamber of Commerce Publication #590, (iv) fully assignable by Landlord, and (v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit shall provide, among other things, in effect that: (A) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit (1) upon the presentation to the Bank of Landlord’s (or Landlord’s then managing agent’s) written statement that such amount is due to Landlord under the terms and conditions of the Lease, or (2) in the event Tenant, as applicant, shall have failed to provide to Landlord a new or renewal Letter of Credit satisfying the terms of this Letter of Credit Rider at least thirty (30) days prior to the expiration of the Letter of Credit then held by Landlord, (3) Tenant has filed a voluntary petition under the Federal Bankruptcy Code or (4) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, it being understood that if Landlord or its managing agent be a limited liability company, corporation, partnership or other entity, then such statement shall be signed by a managing member (if a limited liability company), an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity) and (B) the Letter of Credit will be honored by the Bank without inquiry as to the accuracy thereof and regardless of whether Tenant disputes the content of such statement.

3. The Letter of Credit shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether or not such transfer is separate from or as a part of the assignment by Landlord of its rights and interests in and to the Lease. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in part (or cause a substitute letter of credit to be delivered, as applicable) to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith.

4. If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Letter of Credit Rider, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in Section 19 of the Lease, the same shall constitute an incurable default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than the Letter of Credit Expiration Date, a renewal thereof or substitute letter of credit, as applicable, shall be delivered to Landlord not later than thirty (30) days prior to the expiration of the Letter of Credit, which shall be irrevocable and automatically renewable as above provided through the Letter of Credit Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if the Letter of Credit is not timely renewed or a substitute letter of credit is not timely received, or if Tenant fails to maintain the Letter of Credit in the amount and in accordance with the terms set forth in this Letter of Credit Rider, Landlord shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Letter of Credit Rider, and the proceeds of the Letter of Credit may be applied by Landlord for Tenant’s failure to fully and faithfully perform all of Tenant’s obligations under this Lease and against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably estimates that it will suffer under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets.

5. Tenant hereby acknowledges and agrees that Landlord is entering into the Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit in the event Tenant fails to fully and faithfully perform all of Tenant’s obligations under this Lease and to compensate Landlord for all losses and damages Landlord may suffer under the Lease and Landlord may, at any time, but without obligation to do so, and without notice, draw upon the Letter of Credit, in part or in whole, for such purposes. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the Letter of Credit. No condition or term of the Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of

Credit in a timely manner. Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof and that, in the event Tenant becomes a debtor under any chapter of the Federal Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Federal Bankruptcy Code.

6. Notwithstanding anything to the contrary herein, if at any time the Letter of Credit Issuer Requirements are not met, or if the financial condition of such issuer changes in any other materially adverse way, as determined by Landlord in its sole discretion, then Tenant shall within five (5) days of written notice from Landlord deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Lease, including without limitation, the Letter of Credit Issuer Requirements. Notwithstanding anything in this Lease to the contrary, Tenant’s failure to replace the Letter of Credit and satisfy the Letter of Credit Issuer Requirements within such 5-day period Landlord shall constitute a material default for which there shall be no notice or grace or cure periods being applicable thereto. In addition and without limiting the generality of the foregoing, if the issuer of any letter of credit held by

Landlord is insolvent or is placed in receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then, effective as of the date of such occurrence, said Letter of Credit shall be deemed to not meet the requirements of this Letter of Credit Rider, and Tenant shall within five (5) days of written notice from Landlord deliver to Landlord a replacement Letter of Credit which otherwise meets the requirements of this Letter of Credit Rider and that meets the Letter of Credit Issuer Requirements (and Tenant’s failure to do so shall, notwithstanding anything in this Letter of Credit Rider or the Lease to the contrary, constitute a material default for while there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid 5-day period).

7. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor be (i) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended to serve as a “security deposit” within the meaning of such Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws.

SCHEDULE 1 TO LETTER OF CREDIT RIDER

[***]

Exhibit 16.1

October 13, 2021

Securities and Exchange Commission

100 F Street N.E.

Washington D.C. 20549-7561

Dear Sirs/Madams:

We have read the “Change in Accountants” section of the Registration Statement on Form S-1 (the “Registration Statement”) dated October 13, 2021, of UserTesting, Inc. and are in agreement with the statements contained in that section insofar as they pertain to our firm. We have no basis to agree or disagree with other statements of the registrant contained in that section of the Registration Statement.


/s/ Armanino LLP

Exhibit 21.1

USERTESTING, INC.

SUBSIDIARY LIST


Name of Subsidiary						Jurisdiction
Human Insights Canada, Inc. d/b/a UserTesting Canada						Canada
USER TESTING LIMITED						United Kingdom
USER TESTING SINGAPORE PTE. LTD.						Singapore
Teston AS						Norway
Teston Sweden AB						Sweden
Teston GmbH						Germany
Truthlab Technologies, Inc.						Delaware

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated June 11, 2021, in the Registration Statement (Form S-1) and related Prospectus of UserTesting, Inc. for the registration of shares of its common stock.


/s/ Ernst & Young LLP

San Jose, California
October 13, 2021

Exhibit 99.1

Forrester Research Inc.

Citation Agreement and Consent

Subject to the terms and conditions set forth herein, Forrester Research, Inc. (“Forrester”) hereby consents to the quotation by UserTesting, Inc. (“Requester”), in the Registration Statement on Form S-1 to be filed by Requester with the Securities and Exchange Commission (the “Filing”), of the following Forrester information that has been published in print (the “Forrester Information”):

Freeing Up Time and Resources for Customers

Source:

–Forrester Consulting, The Total Economic Impact™ of the UserTesting Human Insight Platform, November 2020 (UserTesting commissioned).

In consideration of Forrester’s consent as set forth above, Requester hereby agrees that:

(1)the Forrester Information will be presented in the Filing as representing data, research opinion or viewpoints published by Forrester and not as a representation of fact;

(2)Forrester disclaims all warranties, express or implied, statutory or otherwise, including without limitation any implied warranties of merchantability or fitness for a particular purpose, and warranties as to accuracy, completeness or accuracy of the Forrester Information;

(3)the Forrester Information speaks as of its original publication date (and not as of the date of the Filing) and that the opinions expressed in the Forrester Information are subject to change without notice;

(4)Forrester shall have no liability for errors, omissions or inadequacies in the Forrester Information or for any interpretations of the Forrester Information;

(5)Forrester does not assume responsibility for any third parties’ reliance on any information contained in the Filing, including the Forrester Information; and

(6)Where applicable, Forrester is not an “expert” within the meaning of Section 509 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

Requester agrees to indemnify and hold harmless Forrester, and its directors, officers, shareholders, employees and agents, from and against any and all claims, liabilities, demands, causes of action, damages, losses and expenses (including reasonable attorney’s fees and costs) arising, directly or indirectly, and without limitation, out of or in connection with the Filing.

Forrester’s consent set forth above shall not be deemed effective until Forrester shall have received a countersigned copy of this document from Requester.

UserTesting, Inc.

Forrester Research, Inc.

By:

/s/ Ambyr O’Donnell

By:

/s/ Scott Chouinard

Name:

Ambyr O’Donnell

Name:

Scott Chouinard

Title:

VP General Counsel

Title:

CAO & Treasurer

Date:

6/1/2021

Date:

June 1, 2021

Exhibit 99.2

Harvard Business Review Analytic Services

UserTesting, Inc.

144 Townsend Street

San Francisco, California 94107

UserTesting, Inc. (the “Company”) has requested that Harvard Business Review Analytic Services (“HBR”) execute this letter in connection with a proposed initial public offering by the Company (the “IPO”). In connection with the IPO, the Company will be filing a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission. In response to such request, please be advised as follows:

1.HBR consents to the use and reference to Harvard Business Review Analytic Services’s name and to the report entitled “Emphasizing Empathy as a Cornerstone of the Customer Experience” dated October 2021.

2.HBR consents to the use by the Company of the research data and citation substantially in the form furnished hereto as Exhibit A, which will be included as part of the Registration Statement. In granting such consent, HBR represents that, to its knowledge, the statements made in such research data are accurate and fairly present the matters referred to therein.


Sincerely,

Harvard Business Review Analytic Services

By:						/s/ Samantha Barry

Name:						Samantha Barry

Title:						Associate Director

Date:						10/4/2021

Exhibit A

“According to an October 2021 Harvard Business Review Analytic Services study commissioned by us, 86% of business respondents agree that they need to share customer experience insights more widely throughout their organizations.”

•Elana Varon, Anthony Baldo. “Emphasizing Empathy as a Cornerstone of the Customer Experience,” Harvard Business Review Analytic Services, October 2021 (UserTesting commissioned);